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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

HARVEST NATURAL RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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HARVEST NATURAL RESOURCES, INC.

1177 ENCLAVE PARKWAY, SUITE 300

HOUSTON, TEXAS 77077

PROPOSED SALE OF OUR VENEZUELAN INTERESTS

YOUR VOTE IS VERY IMPORTANT

April 8, 2014

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Harvest Natural Resources, Inc., a Delaware corporation, to be held on Wednesday, May 7, 2014 at 8:30 a.m., Central Time, at 1177 Enclave Parkway, Houston, Texas 77077. At the special meeting you will be asked to consider and vote on a proposal to authorize the sale by us, indirectly through subsidiaries, of our remaining interests in Venezuela, which consist of our indirect 20.4 percent equity interest in Petrodelta, S.A., a sociedad anonima mixed company organized under Venezuelan law, to an affiliate of Pluspetrol Resources Corporation B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands.

Our Board of Directors has unanimously approved the proposed sale and has determined that the sale is expedient, advisable, fair to and in the best interests of the Company and the Company’s stockholders. Our Board of Directors recommends that you vote FOR the authorization of the proposed sale.

Your vote is very important. The proposed sale cannot be completed unless it is authorized by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote. If you abstain from voting, do not provide us with your proxy, do not instruct your broker to vote your shares, or otherwise fail to vote, it will have the same effect as voting against the proposed sale.

You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the sale of our remaining Venezuelan interests. The Board of Directors recommends that you vote “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to our named executive officers in connection with the sale of our remaining Venezuelan interests.

You will also be asked to consider and vote on a proposal to adjourn the special meeting to a later date, if necessary or advisable, to solicit additional proxies in favor of the authorization of the proposed sale of our remaining Venezuelan interests if there are not sufficient votes for authorization at the special meeting. Our Board of Directors also recommends that you vote FOR the approval of the proposal to adjourn the special meeting to a later date, if necessary or advisable, to solicit additional proxies in favor of the authorization of the proposed sale if there are not sufficient votes for authorization at the special meeting.

The enclosed proxy statement provides information about the special meeting, the proposals to be considered at the special meeting, the terms of the material documents relevant to the proposed sale of our remaining Venezuelan interests, including the Share Purchase Agreement and the Shareholders’ Agreement and the parties to the transaction. You also may obtain information about Harvest from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement carefully, including the appendices, as it sets forth important information related to the Company and the proposals.

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Again, your vote FOR each of the proposals is very important. Even if you plan to attend the special meeting, we recommend that you ensure your shares are represented at the special meeting. To ensure that your shares will be represented, please complete, sign, date and mail the enclosed proxy card or submit your proxy by internet or telephone as soon as possible.

If you complete and submit your proxy without indicating how you wish to vote, your proxy will be counted as a vote in favor of each of the proposals, including any adjournment of the special meeting. Submitting your proxy will not deprive you of your right to attend the special meeting and to vote your shares in person.

On behalf of our Board of Directors, we thank you for your continued support and your consideration of this matter.

Sincerely,

Stephen D. Chesebro’

Chairman

James A. Edmiston

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the proposed sale of our remaining Venezuelan interests, the non-binding, advisory proposal to approve compensation that will or may become payable by the Company to our named executive officers in connection with the proposed sale or the proposal to adjourn the meeting, if necessary or advisable, to solicit additional proxies, nor have they passed upon the merits or fairness of the proposed sale or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated April 8, 2014 and is first being mailed to our

stockholders on or about April 11, 2014.

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HARVEST NATURAL RESOURCES, INC.

1177 ENCLAVE PARKWAY, SUITE 300

HOUSTON, TEXAS 77077

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On May 7, 2014

A special meeting of stockholders of Harvest Natural Resources, Inc., a Delaware corporation, will be held on Wednesday, May 7, 2014, at 8:30 a.m., Central Time, at 1177 Enclave Parkway, Houston, Texas 77077 for the following purposes:

Our Board of Directors has unanimously approved the proposed sale of our remaining Venezuelan interests and has determined that the sale is expedient, advisable, fair to and in the best interests of the Company and the Company’s stockholders. Our Board of Directors recommends that you vote FOR the authorization of the proposed sale of our remaining Venezuelan interests.

Your vote is very important regardless of the number of shares you own. The proposed sale of our remaining Venezuelan interests cannot be completed unless it is authorized by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote. If you abstain from voting, do not provide us with your proxy, do not instruct your broker to vote your shares, or otherwise fail to vote, it will have the same effect as voting against the proposed sale. Even if you plan to attend the special meeting, it is important that your shares are represented at the special meeting. To ensure that your shares will be represented, please complete, date, sign and mail the enclosed proxy card or submit your proxy by internet or telephone as soon as possible. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for submission of your proxy by mail.

Our Board of Directors also recommends that you vote FOR the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to our named executive officers in connection with the sale of our remaining Venezuelan interests and FOR the approval of the proposal to adjourn the special meeting to a later date, if necessary or advisable, to solicit additional proxies in favor of the authorization of the proposed sale of our remaining Venezuelan interests if there are not sufficient votes for authorization at the special meeting.

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Only holders of record of our common stock at the close of business on April 7, 2014, the record date, are entitled to notice of, and to vote at, the special meeting or any adjournments of the special meeting.

This solicitation for your proxy is being made by Harvest Natural Resources, Inc. on behalf of our Board of Directors. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the special meeting, you must obtain from the record holder a proxy issued in your name.

Neither Delaware law nor our certificate of incorporation or bylaws provide for appraisal, dissenters’ rights or other similar rights for dissenting stockholders in connection with the proposed sale of our remaining Venezuelan interests.

Each of the proposals and the material documents relevant to the proposed sale of our remaining Venezuelan interests are described in the accompanying proxy statement, which we urge you to read carefully. A copy of each of the material documents relevant to the proposed sale is attached as an appendix to the accompanying proxy statement.

By Order of the Board of Directors.

Keith L. Head

Vice President, General Counsel and Corporate Secretary

April 8, 2014

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INTRODUCTION

Harvest Natural Resources, Inc. (“Harvest”, “us”, “our”, “we” or the “Company”) is providing these proxy materials to you in connection with a special meeting of our stockholders, which will take place on May 7, 2014, and soliciting your proxy with respect to the meeting. You are invited to attend the meeting in person. However, we request that you submit your proxy to vote on the proposals described in this proxy statement as soon as possible, even if you plan to attend the meeting.

The information in this proxy statement relates to the proposals to be voted on at the meeting and other required information.

There are three proposals scheduled to be voted on at the meeting:

SUMMARY TERM SHEET

REGARDING THE PROPOSED SALE OF OUR REMAINING VENEZUELAN INTERESTS

This summary of the proposed sale of our remaining Venezuelan interests, together with the following question and answer section, highlights important information discussed in more detail elsewhere in this proxy statement. The summary does not contain all of the information you should consider before voting on the proposed sale. To understand the proposed sale more fully, you are urged to read carefully this entire proxy statement and all of its appendices, including the Share Purchase Agreement and Shareholders’ Agreement, copies of which are attached as Appendices A and B to this proxy statement, before voting on whether to authorize the proposed sale. The Share Purchase Agreement is the legal document that governs the proposed sale. The Shareholders’ Agreement is the legal document that will govern our rights and obligations with respect to our Venezuelan interests if the Share Purchase Agreement is terminated. An index to terms that are defined in this proxy statement is on page 93.

Parties Involved in the Proposed Sale (Page 21)

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The following chart represents the current ownership structure of Petrodelta and reflects the sale by HNR Energia to Petroandina of a 29 percent equity interest in Harvest Holding on December 16, 2013.

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Key Terms of the Proposed Sale (Page 45)

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Opinion of Harvest’s Financial Advisor (Page 29)

Our financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), delivered to our Board of Directors a written opinion dated December 11, 2013, as to the fairness, from a financial point of view of the aggregate consideration for the sale of our Venezuelan interests, including the consideration we received at the first closing upon the execution of the Share Purchase Agreement and the consideration to be received by us at the second closing. The aggregate consideration of $400 million paid or to be paid in both closings (the “Transaction”) is referred to as the “Consideration”. The full text of the written opinion of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix C to this proxy statement. BofA Merrill Lynch provided its opinion to our Board of Directors (in its capacity as such) for the benefit and use of our Board of Directors in connection with and for purposes of its evaluation of the Consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to us or in which we might engage or as to our underlying business decision to proceed with or effect the Transaction. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the second closing of the Transaction or any related matter.

Use of Proceeds and Nature of Our Business Following the Proposed Sale (Page 35)

If the proposed sale of our remaining Venezuelan interests is completed, a significant portion of our assets will be cash from the proceeds of the sale. We will use these proceeds to pay expenses and taxes associated with the sale and for other operating expenses. Subject to determinations to be made by our Board of Directors, the remaining proceeds may be used to pay dividends, to continue to operate our business in the ordinary course

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(including possible acquisitions of assets), or some combination of the two. The decision of our Board of Directors regarding how to use the remaining assets will be based on its determination of what is in the best interests of the Company and its stockholders at the time a decision is made. We will also continue to seek opportunities to sell some or all of our non-Venezuelan assets if we are able to negotiate a sale or sales in transactions that our Board of Directors believes are in the best interests of the Company and its stockholders. To the extent we have not sold any non-Venezuelan assets, we intend to operate and develop those assets in the ordinary course of business. See “Terms of the Proposed Sale of Our Remaining Venezuelan Interests – Use of Proceeds and Nature of Our Business Following the Proposed Sale” beginning on page 35.

Stockholder Vote Required to Approve the Proposed Sale (Page 15)

You are being asked to consider and vote on a proposal to authorize the proposed sale of our remaining Venezuelan interests described in this proxy statement and in the Share Purchase Agreement. We are obtaining this vote to comply with Section 271 of the Delaware General Corporation Law, which requires a stockholder vote for a corporation to sell substantially all of its assets. Authorization of the proposed sale requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote. Abstentions, broker non-votes and failures to vote will have the effect of a vote against the proposed sale. On the record date, there were 42,104,038 shares of our common stock outstanding and entitled to be voted at the special meeting. See “The Special Meeting” beginning on page 14.

Recommendation of Our Board of Directors (Page 27)

Our Board of Directors has determined that the completion of the proposed sale of our remaining Venezuelan interests is expedient, advisable, fair to and in the best interests of the Company and our stockholders. For information about the reasons for our Board of Directors reaching this conclusion, see “Terms of the Proposed Sale of Our Remaining Venezuelan Interests – Recommendation of the Board of Directors and Reasons for the Proposed Sale” beginning on page 27. Our Board of Directors has unanimously approved the proposed sale of our remaining Venezuelan interests and recommends that you vote FOR the authorization of the proposed sale, FOR the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to our named executive officers in connection with the proposed sale and FOR the approval of the proposal to adjourn the special meeting to a later date, if necessary or advisable, to solicit additional proxies in favor of the authorization of the proposed sale if there are not sufficient votes for authorization at the special meeting.

No Appraisal Rights (Page 15)

Neither Delaware law nor our certificate of incorporation or bylaws provide for appraisal, dissenters’ rights or other similar rights for dissenting stockholders in connection with the proposed sale of our remaining Venezuelan interests. Accordingly, our stockholders will have no right to obtain payment for their shares of our common stock as a result of the consummation of the proposed sale. See “The Special Meeting – Appraisal Rights” beginning on page 15.

Voting Procedures (Page 16)

Each share of our outstanding common stock is entitled to one vote at the special meeting. You may vote by completing, signing and mailing your proxy card in the postage-paid envelope, by submitting your proxy by the internet, by submitting your proxy by telephone, or by attending the special meeting and voting in person. For more information, please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee. Whether or not you intend to attend the special meeting, please provide your proxy to ensure that your shares are represented at the special meeting and your vote is counted. See “The Special Meeting” beginning on page 14.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

AND THE PROPOSED SALE OF OUR REMAINING VENEZUELAN INTERESTS

The following section provides brief answers to some questions likely to be raised in connection with the special meeting and the proposed sale of our remaining Venezuelan interests. This section is not intended to contain all of the information that is important to you. You are urged to read the entire proxy statement carefully, including the information in the appendices 

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Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the special meeting. We have enclosed a proxy card for your use. You may also submit your proxy by means of the internet or by telephone.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote and are also invited to attend the special meeting. Your broker or nominee has enclosed a voting instruction card for your use. However, since you are not the stockholder of record, if you wish to vote your shares in person at the special meeting, you must obtain a proxy from your broker or nominee.

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By Internet – You may submit your proxy from any location in the world by following the “Vote by Internet” instructions on the proxy card at any time until 11:59 p.m. Eastern Time on the day before the special meeting.

By Telephone – If you live in the United States or Canada, you may submit your proxy by following the “Vote by Telephone” instructions on the proxy card at any time until 11:59 p.m. Eastern Time on the day before the special meeting.

By Mail – You may submit your proxy by mail by signing your proxy card and mailing it in the enclosed, postage prepaid and addressed envelope.

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If you would like additional copies of this proxy statement, without charge, or if you have questions about the procedures for voting your shares, you should contact:

Morrow & Co., LLC

470 West Ave

Stamford, CT 06902

(800) 278-2141

You may also wish to consult your own legal, tax and financial advisors with respect to any aspect of the proposals or other matters discussed in this proxy statement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company cautions that any forward-looking statements contained in this proxy statement or made by management of the Company involve risks and uncertainties and are subject to change based on various important factors. When used in this proxy statement, the words “budget”, “forecast”, “expect”, “believes”, “goals”, “projects”, “plans”, “anticipates”, “estimates”, “should”, “could”, “assume” and similar expressions are intended to identify forward-looking statements. In accordance with the provisions of the Exchange Act, we caution you that important factors could cause actual results to differ materially from those in any forward-looking statements. These factors include our concentration of operations in Venezuela; political and economic risks associated with international operations (particularly those in Venezuela); anticipated future development costs for undeveloped reserves; drilling risks; risk that actual results may vary considerably from reserve estimates; dependence on the abilities and continued participation of our key employees; risks normally incident to the exploration, operation and development of oil and natural gas properties; risks incumbent to being a noncontrolling interest shareholder in a corporation; permitting and drilling oil and natural gas wells; availability of materials and supplies necessary to projects and operations; prices for oil and natural gas and related financial derivatives; changes in interest rates; our ability to acquire oil and natural gas properties that meet our objectives; availability and cost of drilling rigs and seismic crews; overall economic conditions; political stability; civil unrest; acts of terrorism; currency and exchange risks; currency controls; changes in existing or potential tariffs, duties or quotas; changes in taxes; changes in governmental policy; lack of liquidity; availability of sufficient financing; estimates of amounts and timing of sales of securities; changes in weather conditions; and ability to hire, retain and train management and personnel; all as more specifically described in our most recent Annual Report on Form 10-K and this proxy statement.

In this proxy statement we use terms such as proved, possible and probable as descriptions of volumes of reserves. The estimates described as possible and probable are by their nature more speculative than estimates of proved reserves and accordingly, are subject to substantially greater risk of being actually realized by us.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The enclosed proxy is solicited by us for use at a special meeting of our stockholders to be held on Wednesday, May 7, 2014, at 8:30 a.m., Central Time, at 1177 Enclave Parkway, Houston, Texas 77077 or at any adjournments of the special meeting, for the purposes set forth in this proxy statement and in the accompanying notice of special meeting. We intend to first mail this proxy statement, the accompanying notice of special meeting and accompanying proxy card on or about April 11, 2014 to all stockholders entitled to vote at the special meeting.

Purposes of the Special Meeting

At the special meeting, our stockholders are being asked to vote on a proposal to authorize the sale of our remaining Venezuelan interests. They are also being asked to vote on a non-binding, advisory proposal to approve compensation that will or may become payable by the Company to our named executive officers in connection with the proposed sale and to vote on a proposal to adjourn the special meeting to a later date, if necessary or advisable, to solicit additional proxies in favor of the authorization of the proposed sale if there are not sufficient votes for authorization at the special meeting.

Recommendation of the Board of Directors

Our Board of Directors has unanimously approved the terms of the proposed sale of our remaining Venezuelan interests and has determined that the completion of the proposed sale is expedient, advisable, fair to and in the best interests of us and our stockholders. Our Board of Directors recommends that you vote FOR the authorization of the proposed sale of our remaining Venezuelan interests, FOR the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to our named executive officers in connection with the proposed sale and FOR the approval of any adjournment of the special meeting referred to above.

Timing of Second Closing of the Sale

We intend to complete the proposed sale of our remaining Venezuelan interests as quickly as possible. In addition to obtaining the authorization of our stockholders, there are other conditions that must be satisfied to complete the proposed sale. See “Documents Governing the Proposed Sale – Share Purchase Agreement”. There may be some delay in satisfying all of the conditions to complete the proposed sale. We cannot predict the timing of the approval of the Government of Venezuela of the proposed sale; however, under the Share Purchase Agreement, there is a termination date for the proposed sale of June 30, 2014, which may be extended by Petroandina for one month at a time, up to December 31, 2014, if all conditions to the second closing other than those related to governmental restraints and the approval of the Government of Venezuela are satisfied or capable of being satisfied. If you vote to authorize the proposed sale of our remaining Venezuelan interests, your vote cannot be revoked after the special meeting.

Record Date and Voting

Only holders of record of our common stock at the close of business on April 7, 2014, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. At the close of business on April 7, 2014, there were outstanding and entitled to vote 42,104,038 shares of our common stock held by approximately 423 holders of record. Of those shares, 40,153,878 shares were held by stockholders other than directors and executive officers of the Company. A list of our stockholders entitled to vote at the special meeting will be available for review at our executive offices during regular business hours for a period of 10 days before the special meeting. Each holder of record of our common stock on the record date will be entitled to one vote for each share held.

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Quorum

A quorum of the holders of our common stock is necessary to have a valid meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is necessary to constitute a quorum for the transaction of business at the special meeting.

If a quorum is not present at the special meeting, we currently expect that we will adjourn the special meeting to solicit additional proxies. Under our bylaws, whether or not a quorum is present, a majority of the stockholders present in person or by proxy may adjourn the special meeting to a different time and place without further notice if the time and place are announced at the special meeting at which the adjournment is taken. At an adjourned special meeting at which a quorum is present, any business may be transacted that might have been transacted at the special meeting as originally called.

Vote Required

The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote is required to authorize the proposed sale of our remaining Venezuelan interests. Accordingly, proxies that reflect abstentions and broker non-votes, as well as proxies that are not returned and any other failure to vote, will have the same effect as a vote against approval of the proposed sale.

Under our bylaws, the affirmative vote of a majority of the shares of common stock present or represented at the special meeting and entitled to vote on the matter is required for the approval of the non-binding advisory proposal regarding sale-related compensation and the adjournment proposal. Shares abstaining and broker non-votes will have the effect of a vote against the non-binding advisory proposal and the adjournment proposal. Proxies that are not returned and other failures to vote will have no effect on the vote on the non-binding advisory proposal and the adjournment proposal.

Voting Information

All votes will be tabulated by Wells Fargo Bank N.A., our transfer agent, as the inspector of election appointed for the special meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Brokers who hold shares in street name for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. A broker non-vote occurs when the broker holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at a stockholders meeting or is not permitted to vote those shares on a non-routine matter. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion with respect to the authorization of non-routine matters, such as the proposed sale of our remaining Venezuelan interests, the non-binding advisory proposal on sale-related compensation and the adjournment proposal. Thus, brokers may not be permitted to submit a proxy with respect to your shares related to the sale if they have not received instructions from you. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists only if the broker submits a proxy.

Proxies that are not returned and other failures to vote will have no effect on the vote on the non-binding advisory proposal and the adjournment proposal. We urge you to vote by completing, signing and mailing your proxy card in the postage-paid envelope, by submitting your proxy by internet, by submitting your proxy by telephone, or by attending the special meeting and voting in person. You are invited to attend the special meeting even if you have already submitted your proxy.

Appraisal Rights

Neither Delaware law nor our certificate of incorporation or bylaws provide for appraisal, dissenters’ rights or other similar rights for dissenting stockholders in connection with the proposed sale of our remaining Venezuelan interests. Accordingly, our stockholders will have no right to obtain payment for their shares of common stock as a result of the consummation of the proposed sale.

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Proxies; Revocation

Shares held directly in your name as the stockholder of record may be voted in person at the special meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. If you are a beneficial owner holding stock in broker, bank or other nominee name and you wish to vote your shares in person at the special meeting, you must obtain a proxy from your broker, bank or nominee. Even if you currently plan to attend the special meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later cannot attend or decide not to attend the special meeting.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the special meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank or nominee. In most instances, you will be able to do this over the internet, by telephone or mail. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee.

By Internet – You may submit your proxy from any location in the world by following the “Vote by Internet” instructions on the proxy card at any time until 11:59 p.m. Eastern Time on the day before the special meeting.

By Telephone – If you live in the United States or Canada, you may submit your proxy by following the “Vote by Telephone” instructions on the proxy card at any time until 11:59 p.m. Eastern Time on the day before the special meeting.

By Mail – You may submit your proxy by mail by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee, and mailing it in the enclosed, postage prepaid and addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct.

Any person giving a proxy pursuant to this solicitation has the power to revoke the proxy at any time before it is voted at the special meeting. For shares held directly in your name, as the record owner, you may do this by submitting a new proxy by internet or telephone at any time until 11:59 p.m. Eastern Time on the day before the special meeting. You may also revoke your proxy by submitting written notice or a later dated proxy to our Secretary at our executive offices located at 1177 Enclave Parkway, Suite 300, Houston, Texas 77077 at any time before your proxy is voted or by attending the special meeting and voting in person at the special meeting. For shares held beneficially by you, you may revoke your proxy by submitting new voting instructions to your broker, bank or other nominee. Attendance at the special meeting will not, by itself, revoke a proxy.

If the special meeting is adjourned, at any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as those proxies would have been voted at the original convening of the special meeting (except for any proxies that previously have been effectively revoked or withdrawn).

Expenses of Proxy Solicitation

Except as provided below, we will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. We have retained Morrow & Co., LLC to assist in the solicitation of proxies for a fee of $12,500, plus reimbursement of expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to the beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or other electronic means, or by personal solicitation by

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our directors, officers or other regular employees or by representatives of Morrow & Co., LLC. No additional compensation will be paid to our officers or other regular employees for their services in connection with the solicitation of proxies.

Adjournments

If the requisite stockholder vote authorizing the sale of our remaining Venezuelan interests has not been received at the time of the special meeting, we may adjourn the special meeting, if necessary or advisable, to solicit additional proxies in favor of the sale proposal. The affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy at the special meeting is required to approve the adjournment proposal. Our Board of Directors recommends that you vote FOR the approval of any adjournment of the special meeting, if necessary or advisable.

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RISK FACTORS RELATED TO THE PROPOSED SALE OF OUR REMAINING VENEZUELAN INTERESTS

You should carefully review the risk factors described below as well as the other information provided to you or referenced in this proxy statement in deciding how to vote on the proposed sale of our remaining Venezuelan interests. For a discussion of additional considerations, we refer you to the documents we file from time to time with the SEC, particularly our most recent annual report on Form 10-K and our Current Reports on Form 8-K filed since December 31, 2013. Additional risk factors and other considerations not known to us or that we currently believe are immaterial may also adversely affect our business and operations. If any of the following considerations actually occurs, our business, financial condition or results of operations could be materially and adversely affected, the value of our common stock could decline, and you may lose all or part of your investment. Please note that the risk factors discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in those forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information”.

There is no assurance that the proposed sale of our remaining Venezuelan interests will be completed, and our inability to consummate the proposed sale could harm the market price of our common stock and our business, results of operations and financial condition.

If our stockholders fail to authorize the proposed sale of our remaining Venezuelan interests, or if the proposed sale is not completed for any other reason, the market price of our common stock may decline. In addition, failure to complete the proposed sale will result in a reduction in the amount of cash otherwise available to us and, given that we do not currently have any operating cash flow, may substantially limit our ability to implement our business strategy.

We cannot assure you that the proposed sale of our remaining Venezuelan interests will be consummated. The consummation of the proposed sale is subject to the satisfaction or waiver of a number of conditions, including, among others, the requirement that we obtain stockholder approval of the proposed sale, the requirement that we obtain approval of the proposed sale from the Government of Venezuela, requirements with respect to the accuracy of the representations and warranties of the parties to the Share Purchase Agreement and requirements with respect to the satisfaction or waiver of the covenants and obligations of the parties to the Share Purchase Agreement. In addition, the Share Purchase Agreement may be terminated in certain circumstances under the terms of the Share Purchase Agreement.

We cannot guarantee that the parties to the Share Purchase Agreement will be able to meet all of the second closing conditions. If we are unable to meet all of the second closing conditions, Petroandina would not be obligated to close the proposed sale of our remaining Venezuelan interests. We also cannot be sure that circumstances, such as a material adverse effect, will not arise that would also allow Petroandina to terminate the Share Purchase Agreement before the second closing. If the proposed sale is not approved by our stockholders or does not close for another reason, our Board of Directors will be forced to evaluate other alternatives, which may be less favorable to us than the current proposed sale.

If the Share Purchase Agreement is terminated:

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In any case where we would be required to repurchase the First Closing Shares, we would not necessarily have sufficient funds to pay for the shares that we are required to repurchase, and, given that we do not currently have any operating cash flow, we may need to access additional capital for the sole purpose of purchasing the First Closing Shares through equity or debt sales.

In addition, if the proposed sale of our remaining Venezuelan interests is not consummated, our directors, executive officers and other employees will have expended extensive time and effort during the pendency of the sale and we will have incurred significant transaction costs, in each case, without any commensurate benefit.

We are required to obtain the approval of the sale of our Venezuelan interests from the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of Venezuela. There can be no assurances that we will be able to obtain this approval, or that we will be able to obtain this approval on terms reasonably satisfactory to us and Pluspetrol. If this approval is not obtained, then the Share Purchase Agreement may be terminated. See “Documents Governing the Proposed Sale – Share Purchase Agreement – Termination”.

While the proposed sale of our remaining Venezuelan interests is pending, it creates uncertainty about our future that could have a material adverse effect on our business, financial condition and results of operations.

While the proposed sale of our remaining Venezuelan interests is pending, it creates uncertainty about our future. As a result of this uncertainty, our current or potential business partners may decide to delay, defer or cancel entering into new business arrangements with us pending completion or termination of the proposed sale. In addition, while the proposed sale is pending, we are subject to a number of risks, including:

The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition and results of operation.

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If the proposed sale of our remaining Venezuelan interests is not completed, there may not be any other offers from potential acquirors.

If the proposed sale of our remaining Venezuelan interests is not completed, we may seek another purchaser for our interests in Venezuela. There can be no assurances that we would be able to enter into meaningful discussions or to otherwise complete any transaction with any other party who may have an interest in purchasing our Venezuelan interests on terms acceptable to us.

The Share Purchase Agreement may expose us to contingent liabilities.

Under the Share Purchase Agreement, we have agreed to indemnify Petroandina for a breach or inaccuracy of any representation, warranty or covenant made by us in the Share Purchase Agreement, subject to certain limitations. Significant indemnification claims by Petroandina could have a material adverse effect on our financial condition.

There is no guarantee that you will receive any of the net cash proceeds from the proposed sale of our remaining Venezuelan interests in the form of dividends.

The purchase price for the sale of our interests in Venezuela will be paid directly to us. After the payment of expenses related to the proposed sale (including taxes) and reservation of some of the proceeds for operating costs and contingent liabilities, any use of the remaining proceeds will be at the discretion of our Board of Directors and based on its determination of what is in the best interests of the Company and its stockholders at the time of determination. Our Board of Directors could decide that we should use all or a significant portion of the net cash proceeds from the sale for purposes other than paying dividends, including continuing the Company’s business.

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PROPOSAL NO. 1

TERMS OF THE PROPOSED SALE OF OUR REMAINING VENEZUELAN INTERESTS

General

On December 16, 2013, Harvest Natural Resources, Inc. and HNR Energia entered into the Share Purchase Agreement with Petroandina and Pluspetrol to sell all of our 80 percent equity interest in Harvest Holding to Petroandina in two closings for an aggregate cash purchase price of $400 million. The first closing occurred on December 16, 2013 contemporaneously with the signing of the Share Purchase Agreement, when we sold a 29 percent equity interest in Harvest Holding for $125 million. At the special meeting, we will ask our stockholders to vote on a proposal to authorize the second closing, by which we will sell our remaining 51 percent equity interest in Harvest Holding for $275 million. For a more detailed description of the documents governing the proposed transaction, see “Documents Governing the Proposed Sale” beginning on page 45. For a more detailed description of Venezuelan interests that are the subject of the proposed transaction, see “Description of Interests to be Sold” beginning on page 39. Additional information about the proposed buyer of our Venezuelan assets, Petroandina, can be found in “Information About Petroandina and Pluspetrol” beginning on page 86.

Companies Involved in the Proposed Sale

Harvest Natural Resources, Inc. is a petroleum exploration and production company incorporated under Delaware law in 1989. Our focus is on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. Our experienced technical, business development and operating personnel have identified low entry cost exploration opportunities in areas with large hydrocarbon resource potential. We operate from our Houston, Texas headquarters. We also have principal operations in Venezuela, exploration assets in Indonesia, West Africa and China, business development offices in Singapore and the United Kingdom, and field offices in Jakarta, Republic of Indonesia; and Port Gentil, Republic of Gabon, to support field operations in those areas.

Our Venezuelan interests are owned through several subsidiaries in all of which we have direct or indirect controlling interests. The main business purposes of these subsidiaries are to assist us in the management of Petrodelta and in negotiations with PDVSA. We directly own 100 percent of the equity interests in HNR Energia. Until we entered into the Share Purchase Agreement, HNR Energia directly owned 80 percent of the equity interests in Harvest Holding; we now own 51 percent of the equity interest in Harvest Holding. Harvest Holding indirectly owns 40 percent of the equity interests in Petrodelta. Until we entered into the Share Purchase Agreement, through these subsidiaries, we indirectly owned a net 32 percent equity interest in Petrodelta; we now own a net 20.4 percent equity interest in Petrodelta. Petrodelta is engaged in the exploration, production, gathering, transportation and storage of hydrocarbons from fields in Venezuela. Petrodelta’s portfolio of properties in eastern Venezuela include large proven oil fields as well as properties with very substantial opportunities for both development and exploration.

Upon entering into the Share Purchase Agreement, HNR Energia sold to Petroandina a 29 percent equity interest in Harvest Holding. As a result, we currently own a 51 percent equity interest in Harvest Holding, Petroandina owns 29 percent and OGTC owns the remaining 20 percent equity interest of Harvest Holding. Since Harvest Holding indirectly owns 40 percent of Petrodelta and we indirectly own 51 percent of Harvest Holding, we indirectly own a net 20.4 percent equity interest in Petrodelta. Petroandina indirectly owns a net 11.6 percent equity interest in Petrodelta and OGTC indirectly owns 8 percent. CVP and PDVSA Social S.A. own the remaining 56 percent and 4 percent, respectively, of Petrodelta. We do not have a business relationship with OGTC outside of Venezuela.

CVP is a Venezuelan corporation that has been designated by the Venezuelan government as the entity that administers business ventures with private sector entities in the petroleum industry on behalf of PDVSA. PDVSA

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Social S.A. is a Venezuelan corporation that has been designated by the Venezuelan government as the entity that will own portions of business ventures with private sector entities on behalf of PDVSA and use funds distributed to it by those entities to invest in social programs. PDVSA owns all of the equity interest in CVP and PDVSA Social S.A. The Government of Venezuela owns all of the equity interest in PDVSA.

Petroandina is a company with limited liability (naamloze vennootschap) organized and existing under the laws of the Netherlands and is a wholly owned subsidiary of Pluspetrol. Petroandina was formed for the purpose of implementing acquisitions in the oil and gas industry. Petroandina has not carried out any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Share Purchase Agreement.

Pluspetrol is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized and existing under the laws of the Netherlands and, through its affiliates, is one of the leading exploration and production companies in Latin America with operations in Argentina, Bolivia, Peru, Venezuela and Colombia as well as in Angola.

For a chart showing these corporate relationships, see page 3.

Background of the Proposed Sale

During the last several years, we have been exploring a broad range of strategic alternatives for enhancing and realizing stockholder value. In September 2010, we retained BofA Merrill Lynch to provide advisory services to assist us in exploring those strategic alternatives, including among others, a sale of assets. We received several indications of interest from third parties, provided due diligence materials to third parties under confidentiality agreements and had preliminary discussions with third parties regarding a sale of our interests in Venezuela. One of the potential purchasers contacted by BofA Merrill Lynch was Pluspetrol, who signed a confidentiality agreement with us in October 2010. While Pluspetrol performed some due diligence on us and periodically expressed interest in a potential transaction with us from 2010 through early 2012, we did not engage in negotiations with Pluspetrol at the time.

In June 2012 we entered into an agreement with PT Pertamina (Persero), a state-owned limited liability company existing under the laws of the Republic of Indonesia (“Pertamina”) to sell all of our interests in Venezuela for a cash consideration of $725 million, subject to certain price adjustments. The sale to Pertamina was conditioned on, among other things, the approval of the Ministerio del Poder Popular de Petroleo y Mineria, representing the Government of Venezuela (which indirectly owns 60 percent of Petrodelta) and the approval of Pertamina’s shareholder, the Government of the Republic of Indonesia. After receiving notice from Pertamina in February 2013 that Pertamina’s shareholder had decided not to approve the transaction, we exercised our right to terminate the agreement in accordance with its terms. Although Pertamina did not explain why the Government of the Republic of Indonesia decided not to approve the proposed transaction, we believe that its decision was based in part on its conclusion that approval of the transaction by the Government of Venezuela would not be obtained on satisfactory terms.

After the termination of the Pertamina transaction, we continued to consider our strategic alternatives. We received several indications of interest from third parties, provided due diligence materials to third parties under confidentiality agreements and had preliminary discussions with third parties regarding a sale of our interests in Venezuela. In July 2013, BofA Merrill Lynch had several discussions with representatives of Pluspetrol regarding a potential transaction with us and informed us that Pluspetrol would like to meet with us in connection with a potential transaction to purchase Harvest. On July 31, 2013, we met with representatives of Pluspetrol, who verbally delivered an expression of interest for the purchase of Harvest’s common stock for cash and the assumption of our outstanding debt. During our discussions with Pluspetrol, it became apparent that Pluspetrol attributed a materially lower value to our non-Venezuelan assets than we did. The offer was discussed with our Board of Directors on August 1, 2013, and the Board of Directors determined that the offer, as presented, was not acceptable.

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Throughout August 2013, we had several discussions with representatives of Pluspetrol regarding a potential transaction and transaction structures and our Board of Directors was periodically informed about these discussions. On August 15, 2013, Pluspetrol sent a letter to us requesting additional information regarding Harvest’s Gabon assets and an opportunity to discuss other possible transaction structures (including a sale or spin out of certain assets). Shortly thereafter, we began providing Pluspetrol with additional information regarding the Venezuela and Gabon assets held by Harvest. By the end of August, we had concluded that, other than Pluspetrol, no other discussions that we had had with third parties were likely to result in a proposal that would be satisfactory to us.

On August 22, 2013, Harvest presented Pluspetrol with a proposed acquisition structure which involved the spin-off of Harvest’s non-Venezuelan assets to the Harvest shareholders and the acquisition of Harvest following the spin-off to Pluspetrol.

On August 23, 2013, we participated in a conference call with representatives from Pluspetrol and its legal counsel to discuss the proposed merger and spin-off transactions as well as certain due diligence questions posed by Pluspetrol’s legal counsel.

On August 30, 2013, we received a letter from Pluspetrol which set forth an offer to acquire the outstanding common stock of Harvest for cash in addition to the assumption of our outstanding debt and employee severance payments.

Our Board of Directors met on September 3, 2013, to discuss the offer. The board noted Harvest’s history of trying to sell its Venezuelan interests, the deteriorating political and economic environment in Venezuela and the fact that Petrodelta had continued to fail to pay dividends to us. The board discussed valuation ranges, potential structuring, timing and tax implications of a possible transaction entailing the sale of Harvest or its Venezuelan assets. The board considered how a potential transaction would affect our stockholders and our cash flow, as well as the status of indications of interest received by potential purchasers other than Pluspetrol.

On September 4, 2013, we further discussed the potential transaction with Pluspetrol and informed Pluspetrol that the price proposed by Pluspetrol for the purchase of Harvest did not adequately value Harvest’s interests in countries other than Venezuela. Later that day, we received an email from Pluspetrol describing a possible offer to buy Harvest for a cash consideration with a spin-off of our non-Venezuelan assets to our stockholders so as to preserve for our stockholders the value of those assets and insisting that we enter into an exclusivity agreement as a condition to future negotiations. Harvest responded to Pluspetrol’s offer by proposing a fixed price per share and that Pluspetrol enter into a loan agreement with Harvest. On the following day, September 5, 2013, we had discussions with representatives of Pluspetrol regarding further details of the potential transaction. We continued these discussions periodically until September 9, 2013, when Pluspetrol provided us with a draft of a proposal letter describing Pluspetrol’s offer to acquire Harvest in a transaction in which Pluspetrol would acquire Harvest’s stock in a merger immediately following a transfer of our non-Venezuelan assets to a new company whose stock would be distributed to our stockholders. Under the proposed transaction, our stockholders would continue to own our non-Venezuelan assets through ownership of shares in the new “spun-off” company and Pluspetrol would own our 32 percent equity interest in Petrodelta. Throughout the evening of September 9, 2013, we continued to discuss with Pluspetrol the terms of, and review revisions to, the proposal letter and a revised confidentiality agreement.

Our Board of Directors met on September 10, 2013, to consider the proposal letter and discuss its terms in detail. The board discussed the structure of the proposed transaction with Pluspetrol, timing, price, conditions to closing, tax effects and effect on our operations and cash flow. At this meeting, our Board of Directors authorized our officers to enter into the proposal letter and to conduct exclusive negotiations with Pluspetrol with respect to the transaction described in the current draft of the proposal letter. We then executed the proposal letter with Pluspetrol.

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Before opening of business on September 11, 2013, we issued a press release announcing that we had agreed to enter into exclusive negotiations with Pluspetrol for the sale of our Venezuelan interests through the sale of Harvest after our non-Venezuelan assets had been spun off to our stockholders. On an investor conference call and webcast on September 12, 2013, we noted that, despite our exclusivity arrangement with Pluspetrol, if we received an unsolicited offer for the Company, in whole or in part, during that time, we and our Board of Directors would be free to consider it.

Effective as of September 16, 2013, we retained BofA Merrill Lynch to act as our financial advisor in connection with a transaction entailing the sale of our Venezuelan interests.

During the remainder of September and into early October, our representatives and representatives of Pluspetrol had various telephone conferences and meetings to conduct due diligence and to discuss the terms of the proposed transaction. In early October 2013, Pluspetrol informed us that it was concerned about some aspects of the proposed merger/spin-off structure of the proposed transaction for several reasons, including the tax consequences and potential timing issues with closing the merger/spin-off transaction. These matters were reported to our Board of Directors at its meeting held on October 7, 2013.

On October 9, 2013, Pluspetrol provided us with a draft of a revised non-binding proposal letter under which Pluspetrol would acquire Harvest without a spin-off of our non-Venezuelan assets and under which Pluspetrol would provide us with an interim loan to provide us with working capital until the proposed acquisition could be closed. On October 10 and 11, 2013, the parties had various discussions about the detailed terms of the revised proposed transaction and reviewed drafts of the revised proposal letter, which was not executed. On October 10, 2013, our exclusivity period with Pluspetrol expired. We declined to extend the exclusivity period, and in the days that followed we had discussions with other third parties, in addition to Pluspetrol, regarding the sale of our Venezuelan interests. None of these other discussions, however, culminated in any definitive proposals. Between October 11 and October 23, 2013, our representatives and representatives of Pluspetrol continued discussions regarding the structure and other terms of the transaction. During the course of these discussions, Harvest proposed certain alternative terms of the transaction then being discussed, including price and other terms. The parties were unable to come to an agreement on those terms.

At its meeting held on October 14, 2013, our Board of Directors reviewed the status of negotiations with Pluspetrol and reviewed the structure proposed in the revised draft proposal letter. At its meeting held on October 21, 2013, our Board of Directors reviewed the status of negotiations with Pluspetrol and the terms of both structures of a proposed transaction – a merger with a spin-off in which Pluspetrol would effectively purchase only our Venezuelan interests, and a merger with no spin-off, in which Pluspetrol would purchase Harvest.

On October 23, 2013, Pluspetrol provided us with a draft merger agreement, which reflected the terms of the transaction described in our September 11, 2013 press release – a merger/spin-off transaction. Among other terms, the Pluspetrol draft merger agreement prohibited us from soliciting other proposals that would include the acquisition of our Venezuelan assets and would require the payment of a $15 million breakup fee (in excess of 5 percent of the proposed consideration if we accepted an unsolicited offer that was superior to the proposed Pluspetrol transaction. During the period between October 23 and October 29, 2013 our representatives had several discussions with Pluspetrol’s representatives regarding the draft merger agreement. In those discussions we objected to certain of the terms contained in the draft merger agreement, including the size of the breakup fee. We also noted that the proposed spin-off of our non-Venezuelan assets to our stockholders would be in the best interests of our stockholders only if we proposed to continue to develop those assets and would not be in the best interests of our stockholders if we proposed to sell those assets in the short-term or medium-term. Since we had recently announced that we were in exclusive negotiations for the sale of our interests in Gabon – which represented our most valuable non-Venezuelan asset – we suggested that an alternative to the spin-off of our non-Venezuelan assets should be considered.

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On October 29, 2013, we provided Pluspetrol with a revised draft of the merger agreement that proposed a different structure, involving the issuance of contingent value rights to our stockholders at the closing of the merger, which would represent the right to receive the net proceeds of post-closing sales of the non-Venezuelan assets, instead of spinning those assets off to our stockholders. We believed that the structure using contingent value rights would allay liability concerns that Pluspetrol continued to have with respect to the merger/spin-off structure, as well as our concerns that the spin-off aspect of the proposed merger/spin-off might not be an efficient way to preserve the value of our non-Venezuelan assets for our stockholders. Our draft merger agreement reduced the breakup fee that would be payable if we accepted an unsolicited, superior offer to 2 ¹⁄₂ percent of the consideration proposed to be paid by Pluspetrol. On October 31, 2013, we provided Pluspetrol with a draft of the related contingent rights agreement.

At its meeting held on October 31, 2013, our Board of Directors continued its consideration of the detailed structure of a proposed transaction with Pluspetrol, including a possible merger accompanied by a spin-off of our non-Venezuelan assets or a possible merger in which contingent value rights units with respect to our non-Venezuelan assets would be issued to our stockholders.

We received comments from Pluspetrol on our draft of the merger agreement on November 5, 2013 and on our draft of the contingent rights agreement on November 8, 2013. There were various discussions between the parties preceding our receipt of those comments. In its comments and in those discussions, Pluspetrol proposed restrictions on the terms under which our non-Venezuelan assets could be sold and on the terms of any financing that we could seek for our operations until closing of the transaction with Pluspetrol.

At its meeting held on November 8, 2013, our Board of Directors discussed the terms of the structure evidenced by Pluspetrol’s comments, strategies for negotiating any Pluspetrol transaction and the status of discussions with other parties for a potential sale of our Venezuelan interests. After this meeting, we contacted Pluspetrol to discuss possible alternative terms and structure for the proposed transaction. In these discussions we advised Pluspetrol that we could not agree to a transaction that inhibited our ability to maximize the value of our non-Venezuelan assets or that inhibited our ability to finance our on-going operations. We also asked Pluspetrol to consider providing interim financing for our operations until the Pluspetrol transaction could be closed.

On November 15, 2013, Pluspetrol provided us with a draft of a new proposal entailing the sale of our Venezuelan interests to Pluspetrol for cash in two closings – essentially the structure of the transaction that is the subject of this proxy statement. As initially proposed by Pluspetrol, we would sell (through subsidiaries) a 29 percent equity interest in Harvest Holding in the first closing for a purchase price of $110 million and we would sell our remaining 51 percent equity interest in Harvest Holding in a second closing for a purchase price of $290 million, for an aggregate increase of $27 million over the consideration (before adjustments) offered by Pluspetrol on September 10, 2013. As proposed by Pluspetrol, the first closing would take place on the signing of the purchase agreement. Because the second closing would require the approval of our stockholders and of the Government of Venezuela, it could not occur until those approvals were obtained.

Over the ensuing weekend, our officers, legal counsel and other advisors met by telephone several times to analyze the new proposal, principally to analyze the related tax effects. During this time, we also had some discussions with representatives of Pluspetrol to follow up and clarify the terms of the new proposal and obtained the agreement of Pluspetrol to move $15 million of the total consideration of $400 million from the second closing to the first closing with the result that the consideration to be paid in the first closing would be increased to $125 million.

Our Board of Directors met on November 18, 2013 to consider the new proposal. The board received information regarding the structure, legal aspects and tax aspects of the new proposal. The board considered these matters as well as the fact that the new proposal would provide us with near-term cash to meet operating requirements and to repay our debt. At this meeting, the board authorized our officers to proceed with negotiations with respect to the new proposal.

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During this period, we terminated our negotiations for the sale of our properties in Gabon, and we announced the termination in a press release on November 19, 2013.

On November 19, 2013, Pluspetrol sent a revised proposal letter reflecting its prior agreement that the consideration to be paid in the first closing would be $125 million and the consideration to be paid in the second closing would be $275 million. We and Pluspetrol entered into the revised proposal letter.

Before opening of business on November 19, 2013, we issued our press release announcing that we had revised the terms of our proposed sale of our Venezuela interests to Pluspetrol. The press release described the terms of a proposed transaction under which Harvest would sell its Venezuelan assets in two closings. In the first closing, Harvest would sell 29 percent of Harvest Holding to Pluspetrol for $125 million. In the second closing, Harvest would sell 51 percent of Harvest Holding to Pluspetrol for $275 million.

Representatives of Harvest and Pluspetrol had conversations from and after November 19, 2013, to discuss the structure, timing and terms of the new proposed transaction. On November 24, 2013, Pluspetrol provided us with a draft of the Share Purchase Agreement and had conversations with some of our representatives about the agreement and the transaction. The draft purchase agreement contained terms prohibiting us from soliciting proposals for the sale of our Venezuelan assets, but reduced the breakup fee that would be payable if we accepted an unsolicited superior proposal from in excess of 5 percent of the total consideration payable by Pluspetrol to 4 percent of the $275 million consideration to be paid by Pluspetrol at the second closing. The Pluspetrol draft also contained terms that required the payment of $3 million if our stockholders did not vote to approve the second closing and detailed terms under which we would be required to repurchase the equity interests of Harvest Holding purchased by Pluspetrol in the first closing upon the occurrence of certain events.

At its meeting on November 25, 2013, our Board of Directors reviewed the status of the proposed Pluspetrol transaction and generally the terms of the draft Share Purchase Agreement.

On November 26, 2013, Pluspetrol provided us with a draft of the Shareholders’ Agreement that would take effect if the second closing did not occur. Among other terms, the draft agreement gave Pluspetrol: a right of first refusal if we proposed to sell our remaining interests in our Venezuelan assets; a tag-along right with respect to our remaining interests in our Venezuelan assets if Pluspetrol elected not to exercise the right of first refusal; a put option with respect to its interest in Harvest Holding, and a call option with respect to our remaining interest in Harvest Holding, with each option having an exercise price of the fair market value of the applicable shares, in the event of a change of control of Harvest; and consent rights over our ability to commence certain actions against the Government of Venezuela or Petrodelta. Over the ensuing days, the parties exchanged comments and engaged in telephone conferences regarding the detailed terms of the Share Purchase Agreement and the Shareholders’ Agreement.

Representatives of Harvest and Pluspetrol began in-person meetings to further negotiate the agreements during the week of December 2, 2013. In addition to these meetings, during this time various representatives of the parties engaged in telephone conversations and other communications by email. They also exchanged and reviewed various revised drafts of the agreements. These telephone conversations and emails to discuss and negotiate the final terms of the transaction extended into the following week of December 9, 2013. In these discussions, we sought to reduce the breakup fee from 4 percent of the second closing consideration, as proposed by Pluspetrol, to 3 percent; to eliminate the fee payable if our stockholders did not vote in favor of the second closing; to reduce the circumstances in which Pluspetrol could require the repurchase of the equity interests of Harvest Holding purchased by Pluspetrol in the first closing; to eliminate Pluspetrol’s right of first refusal, call option upon a change of control of Harvest, and absolute right of consent over the commencement of certain actions against the Government of Venezuela or Petrodelta under the draft Shareholders’ Agreement; and to reduce the restrictions on our right to sue the Government of Venezuela or Petrodelta. We focused on these provisions (among others) because we believed that they could adversely affect our ability to maximize the value of our assets for our stockholders and to accept an unsolicited superior proposal if one were to be made. These

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discussions resulted in agreement on many of the terms reflected in the final Share Purchase Agreement and final Shareholders’ Agreement described under the caption “Documents Governing the Proposed Sale”, including the reduction of the breakup fee to 3 ¹⁄₂ percent of the consideration to be paid by Pluspetrol at the second closing, restricting the circumstances in which Pluspetrol could require the repurchase of the equity interests it purchased at the first closing and, with respect to the Shareholders’ Agreement, eliminating the right of first refusal and the change of control call option and replacing an absolute right of consent over the commencement of certain actions against the Government of Venezuela or Petrodelta with an option for Pluspetrol to cause us to repurchase all of the equity interests of Pluspetrol in Harvest Holding prior to the commencement of any such action.

At its meeting on December 10, 2013, our Board of Directors reviewed the terms of the proposed transaction, including both the first closing and the second closing (collectively, the “Transaction”) and authorized our officers to proceed with final negotiations of definitive documents. That board meeting resumed on December 11, 2013, when the board further considered the then-current terms of the Transaction. Also at this meeting, BofA Merrill Lynch reviewed with our Board of Directors BofA Merrill Lynch’s financial analysis of the aggregate consideration of $400 million to be paid in both closings (the “Consideration”) and delivered to the board an oral opinion, which was confirmed by delivery of a written opinion dated December 11, 2013, to the effect that, as of that date and based on and subject to various assumptions and limitations described in the opinion the Consideration to be received by Harvest in the Transaction was fair, from a financial point of view, to Harvest. That opinion is attached to this proxy statement as Appendix C and the analyses supporting that opinion are described under the caption “Proposal No. 1 – Terms of the Proposed Sale of Our Remaining Venezuelan Interests – Opinion of Our Financial Advisor”.

During the next few days, the parties finalized the terms of the agreements.

Our Board of Directors met on December 14, 2013, to review the final substantive terms of the agreements and the transaction and at that meeting, (which terms were not different, in a manner material and adverse to the Company, from those upon which BofA Merrill Lynch based its opinion), gave its final approval of the transaction with Pluspetrol. Following that meeting, the parties prepared for the execution and delivery of the agreements and the first closing.

We and Pluspetrol entered into the Share Purchase Agreement and the Shareholders’ Agreement on December 16, 2013. Concurrently with entering into these agreements, the first closing occurred, which consisted of the sale of a 29 percent equity interest in Harvest Holding to Pluspetrol for $125 million. Before opening of business on December 16, 2013, we announced that we had entered into the Share Purchase Agreement and Shareholders’ Agreement on the terms discussed in this proxy statement.

Recommendation of the Board of Directors and Reasons for the Proposed Sale

At its meeting on December 14, 2013, our Board of Directors unanimously (i) determined that the Share Purchase Agreement and the transactions contemplated thereby, including completion of the proposed sale of our Venezuelan interests are expedient, advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the Share Purchase Agreement and the proposed sale of our Venezuelan interests and the other transactions described in the Share Purchase Agreement and (iii) resolved to recommend that the Company’s stockholders authorize the proposed sale of our remaining Venezuelan interests in accordance with the terms of the Share Purchase Agreement. Our Board of Directors considered a number of factors, both positive and negative, and potential benefits and detriments of the proposed sale in making its determination. Our Board of Directors recommends that you vote FOR the authorization of the proposed sale of our remaining Venezuelan interests.

Our Board of Directors has recognized that we have very limited choices in Venezuela. Our Board of Directors has met on several occasions to discuss the situation in Venezuela to determine the best alternative

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available to the Company. Our Board of Directors believes the proposed sale of our remaining Venezuelan interests is the best alternative the Company has at this time. In recommending the approval of the proposed sale, our Board of Directors considered a number of factors, both positive and negative, and potential benefits and detriments of the proposed sale. The Board of Directors believes that the following factors support its decision to recommend and approve the sale of our Venezuelan interests:

In the course of its deliberations, our Board of Directors also considered risks and other countervailing factors related to our entering into the Share Purchase Agreement, including the risk factors described under “Risk Factors Related to the Proposed Sale of Our Remaining Venezuelan Interests”.

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Our Board of Directors based its ultimate decision on its business judgment that the benefits of the proposed sale of our remaining Venezuelan interests significantly outweigh the risks of alternatives to that sale. Our Board of Directors judged that the proposed sale represents the best currently available strategic alternative to preserve stockholder value, and unanimously concluded that the completion of the proposed sale pursuant to the Share Purchase Agreement is expedient, advisable, fair to and in the best interests of the Company and the Company’s stockholders.

The preceding discussion is not, and is not intended to be, exhaustive. In light of the number and the wide variety of positive and negative factors that our Board of Directors considered in connection with its evaluation of the proposed sale of our remaining Venezuelan interests and the complexity of these matters, our Board of Directors did not find it practicable, and has not tried, to quantify, rank or otherwise assign relative weights to the specific factors it considered. Individual members of our Board of Directors may have given different weight to different factors. Our Board of Directors considered all these factors together and, on the whole, considered them to be favorable to, and to support, its determination.

Our Board of Directors recommends that you vote FOR the authorization of the proposed sale of our remaining Venezuelan interests.

Opinion of Our Financial Advisor

We retained BofA Merrill Lynch to act as our financial advisor in connection with the sale. BofA Merrill Lynch is an internationally recognized investment banking firm that is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. We selected BofA Merrill Lynch to act as our financial advisor in connection with the transaction on the basis of BofA Merrill Lynch’s experience in transactions similar to the transaction described in the Share Purchase Agreement, including both the first closing under which we sold a 29 percent equity interest in Harvest Holding and the second closing that is the subject of this proxy statements, under which we will sell a 51 percent equity interest in Harvest Holding (together, the “Transaction”), its reputation in the investment community and its familiarity with Harvest and its business.

On December 11, 2013, at a meeting of our Board of Directors held to evaluate the Transaction, BofA Merrill Lynch delivered to our Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated December 11, 2013, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the aggregate consideration of $400 million to be received by us in the entire Transaction (the “Consideration”) was fair, from a financial point of view, to us. BofA Merrill Lynch expressed no opinion on the consideration received by Harvest in the first closing individually in the event that the second closing does not occur.

The full text of BofA Merrill Lynch’s written opinion to our Board of Directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to our Board of Directors for the benefit and use of our Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the Consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to Harvest or in which Harvest might engage or as to the underlying business decision of Harvest to proceed with or effect the Transaction. BofA Merrill Lynch’s opinion does not address any other aspect of the Transaction and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Transaction or any related matter.

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In connection with rendering its opinion, BofA Merrill Lynch:

In arriving at its opinion, BofA Merrill Lynch assumed and relied on, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Merrill Lynch and relied on the assurances of the management of Harvest that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the reserve reports, BofA Merrill Lynch assumed, with the consent of Harvest, that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Harvest’s independent engineering firm. Further, BofA Merrill Lynch was advised by Harvest that senior management of Harvest relies on the reserve reports for purposes of preparing the Harvest business plan. BofA Merrill Lynch was advised by Harvest and assumed that the reserve reports reflected the best currently available estimates and good faith judgments of senior management of Harvest as to the matters contained therein, and BofA Merrill Lynch relied on the reserve reports for purposes of its opinion. BofA Merrill Lynch was advised by Harvest and assumed that the probabilities of economically producing proved, probable and possible reserves provided by Harvest were appropriate for estimating income attributable to HNR Finance. Following the termination of the proposed transaction with Pertamina, BofA Merrill Lynch was not requested to, and BofA Merrill Lynch did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of Petrodelta or any alternative transaction.

BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Harvest or Petrodelta (other than the reserve reports which BofA Merrill Lynch reviewed and relied on without independent verification for the purposes of its opinion), nor did BofA Merrill Lynch make any physical inspection of the properties or assets of Harvest or Petrodelta. BofA

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Merrill Lynch is not an expert in the evaluation of oil and gas reserves, drilling or production levels and BofA Merrill Lynch expressed no view as to Petrodelta’s reserve quantities or the development or production (including, without limitation, as to the feasibility or timing) of any oil or gas properties of Petrodelta (including unevaluated properties). BofA Merrill Lynch also expressed no view as to future crude oil, natural gas and related commodity prices reflected in the financial forecasts and other information and data used in its analyses, which prices are subject to significant volatility and which, if different than as assumed, could have a material impact on its analyses or opinion.

BofA Merrill Lynch did not evaluate the solvency or fair value of Harvest, HNR Energia, Pluspetrol or Petroandina under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Harvest, that the Transaction would be consummated in full in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the contemplated benefits of the Transaction. BofA Merrill Lynch also assumed, at the direction of Harvest, that the final executed agreement would not differ in any material respect from the draft agreement reviewed by BofA Merrill Lynch.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the Transaction (other than the Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Transaction. BofA Merrill Lynch’s opinion is limited to the fairness, from a financial point of view, to Harvest of the Consideration to be received by Harvest in the Transaction and no opinion or view was expressed with respect to any consideration received in connection with the Transaction by the holders of any class of securities, creditors or other constituencies of any party. BofA Merrill Lynch did not express any opinion as to the pro-forma impact of the Transaction on Harvest, nor the prices at which Harvest’s securities would trade at any time, including following announcement or consummation of the Transaction. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transaction, or class of such persons, relative to the Consideration. Furthermore, no opinion or view was expressed as to the relative merits of the Transaction in comparison to other strategies or transactions that might be available to Harvest or with respect to Harvest Holding or Petrodelta or in which Harvest might engage or as to the underlying business decision of Harvest to proceed with or effect the Transaction. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Transaction or any related matter. Except as described above, Harvest imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of the date of, its opinion. Subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by BofA Merrill Lynch’s Americas Fairness Opinion Review Committee.

The following represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to Harvest’s Board of Directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. To fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

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Discounted Cash Flow Analysis

BofA Merrill Lynch performed a discounted cash flow analysis based on the life-of-field of Petrodelta’s reserves by calculating the estimated present value of the standalone unlevered, after-tax free cash flows that Petrodelta’s different reserve categories could generate, including Petrodelta’s (a) proved developed producing reserves, (b) proved developed non-producing reserves, (c) proved undeveloped reserves, (d) probable reserves and (e) possible reserves. The reserve categories were valued at a probability of 95% for proved developed (producing and non-producing) reserves, 75% for proved undeveloped reserves, 45% for probable reserves and 10% for possible reserves. BofA Merrill Lynch considered pricing assumptions based on strip pricing for calendar years 2014 through 2017 quoted on NYMEX as of December 3, 2013 (which reflected pricing of $92.20 per barrel in 2014, $87.67 per barrel in 2015, $84.36 per barrel in 2016, $82.44 per barrel in 2017 and $90.00 per barrel (after adjusting for 2% inflation) in 2018 and thereafter). In addition, BofA Merrill Lynch considered the pricing spread over WTI that Petrodelta has historically realized, and the fiscal regime in Venezuela, including applicable royalties and taxes. The after-tax free cash flows (net to Harvest’s 32% ownership interest in Petrodelta) were then discounted to present value as of January 1, 2014, using various discount rates ranging from 24% to 29%, based on BofA Merrill Lynch’s estimate of the weighted average cost of capital of Petrodelta, including a country risk premium based on the spread of Venezuelan sovereign bonds over the comparable U.S. Treasury bond. Financial and operating data of Petrodelta were based on the reserve reports and Harvest’s public filings. This analysis indicated the following approximate enterprise value range for Harvest’s 32% interest in Petrodelta, as compared to the Consideration:

Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial and operating information relating to the following 34 selected transactions, which transactions generally were selected because they involved companies or assets in the oil and gas development and production industry, of which 28 involved transactions in Latin America (excluding Venezuela) and six involved transactions in Venezuela. BofA Merrill Lynch reviewed transactions announced from January 1, 2000 to November 13, 2013 with transaction (or enterprise) values of above $100 million as compared with the Transaction.

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BofA Merrill Lynch reviewed, among other things, the transaction values of the target companies, calculated as the purchase prices paid for the target companies or assets, plus debt, less cash and other adjustments. In addition, BofA Merrill Lynch reviewed the purchase prices paid as multiples of the estimated proved reserves (in $/Boe) estimated proved and probable reserves (in $/Boe) and daily production (in $/Boe per day) of the target companies or assets. The analysis indicated the following for the selected transactions in Venezuela:

Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected transactions, BofA Merrill Lynch then applied selected proved and probable reserves and daily production data of $1.50 to $5.00 and $12,000 to $30,000, respectively, derived from the selected transactions in Venezuela, to the Company’s proved and probable reserves as of December 31, 2012 and current daily production. BofA Merrill Lynch then determined composite reference value ranges by averaging the results of the proved and probable reserves and daily production data. Financial and operating data of the selected transactions were based on publicly available information. This analysis indicated the following approximate enterprise value range for Harvest’s 32% interest in Petrodelta, as compared to the Consideration:

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Other Factors.

In rendering its opinion, BofA Merrill Lynch also reviewed and considered other factors, including:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Merrill Lynch to Harvest’s Board of Directors in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that the analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Harvest or Petrodelta. The estimates of the future performance of Harvest and Petrodelta in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the Consideration and were provided to Harvest’s Board of Directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of Harvest or Petrodelta.

The type and amount of consideration payable in the Transaction was determined through negotiations between Harvest and Pluspetrol, rather than by any financial advisor, and was approved by Harvest’s Board of Directors. The decision to enter into the Share Purchase Agreement and the Shareholders’ Agreement was solely that of Harvest’s Board of Directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by Harvest’s Board of Directors in its evaluation of the proposed Transaction and should not be viewed as determinative of the views of Harvest’s Board of Directors or management with respect to the Transaction or the Consideration.

Harvest has agreed to pay BofA Merrill Lynch for its services in connection with the Transaction an aggregate fee of $3.0 million, a portion of which was payable during the course of its engagement, a portion of which was payable upon the rendering of its opinion and a significant portion of which is contingent on consummation of the second closing of the Transaction. In addition, Harvest has agreed to reimburse its expenses and indemnify BofA Merrill Lynch against certain liabilities arising out of its engagement.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal

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investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Harvest and certain of its respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Harvest and in the past three years have received, in the aggregate, approximately $6.2 million in compensation, and in the future may receive compensation for the rendering of these services, including having acted or acting as financial advisor to Harvest and certain of its affiliates in connection with certain mergers and acquisitions transactions. In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Pluspetrol and Petroandina and in the future may receive compensation for the rendering of these services, including having provided or providing certain fixed income products and services.

Use of Proceeds and Nature of Our Business Following the Proposed Sale

We used a portion of the $125 million in proceeds from the sale of the First Closing Shares that we received on December 16, 2013, to redeem all of our 11% Senior Notes due 2014. The notes were redeemed on January 11, 2014, for $80.0 million, including principal and accrued and unpaid interest. The remaining $45.0 million of the proceeds from the sale of the First Closing Shares have been or will be used to pay costs associated with the sale of our Venezuelan interests, to pay severance costs, to make capital expenditures, to pay taxes related to the sale and for general operating expenses. Those remaining proceeds will also be used to repurchase certain outstanding warrants if our stockholders approve the sale of our remaining Venezuelan interests, and if a “Fundamental Change” is consummated under the terms of those warrants.

If the proposed sale of our remaining Venezuelan interests is completed, a significant portion of our assets will be cash from the proceeds of the sale. The timing of the second closing is beyond the control of the Company. Operating and capital requirements related to the portfolio of retained assets at the time of the second closing will influence the determination by our Board of Directors of the size of any cash distribution to the stockholders from the proceeds of the second closing. For clarity, the possible sale of non-Venezuelan assets before the second closing would diminish the need for the Company to retain proceeds from the second closing. Depending on the timing of these events, we anticipate using a portion of the proceeds from the second closing as follows:

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We will use the remainder of the proceeds as our Board of Directors, in its discretion, determines, based on its determination of what is in the best interests of the Company and its stockholders at the time a decision is made. In addition to the possibility that our Board of Directors may use part of the proceeds to pay a dividend to our stockholders, it is also possible that our Board of Directors may use part of the proceeds to continue the Company’s business. For a description of our non-Venezuelan assets and operations, see “Information About Harvest”. For a description of the tax consequences of the sale of our remaining Venezuelan interests, see “Proposal No. 1 – Terms of the Proposed Sale of Our Remaining Venezuelan Interests – Material Income Tax Consequences of the Proposed Sale.”

Before making any decisions with respect to paying a dividend to Harvest’s stockholders, our Board of Directors will also need to consider the possible need to provide for retention of funds for contingent obligations relating to any lawsuits or other claims that may exist at the time that the Board of Directors considers these matters.

We are currently marketing our non-Venezuelan assets and talking to potential buyers, and we intend to continue our consideration of a possible sale for some or all of our non-Venezuelan assets if we are able to negotiate a sale or sales in transactions that our Board of Directors believes are in the best interests of the Company and its stockholders. In the meantime, we intend to operate our business in the ordinary course and may ultimately decide to keep our non-Venezuelan assets and acquire additional assets. Since we no longer have any obligations under the 11% Senior Notes due 2014, and given that we do not currently have any operating cash flow, we may also decide to access additional capital through equity or debt sales. After the sale, we would continue to be a reporting company under SEC regulations and would continue to file reports required by those regulations, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Through these reports and other public announcements, we will update our strategy and plans for use of the proceeds from the sale of our remaining Venezuelan interests. We also currently expect that our common stock will continue to be traded on the New York Stock Exchange or another appropriate exchange as long as we meet applicable listing requirements.

Accounting Treatment of the Proposed Sale

Once the conditions of the Share Purchase Agreement have been satisfied and the sale of our remaining Venezuelan interests has closed, the accounting treatment would require the derecognition of Harvest Holding as a subsidiary in accordance with the Financial Accounting Standards Board Accounting Standards Codification 810-10-40, which states that the entity should deconsolidate a subsidiary when the parent relationship ceases to exist. Upon closing the sale of the investment, a gain or loss will be recognized and measured based on the difference between the fair value of the consideration received and the carrying amount of the noncontrolling interest less the carrying amount of Harvest Holding’s assets and liabilities.

As reported in the consolidated financial statements contained in Appendix E, we recognized a loss of $23.0 million on the First Closing sale, and, should the Second Closing sale occur, we expect to report a gain in the period in 2014 in which the sale occurs.

As of December 31, 2013, the book-tax outside basis difference in our foreign subsidiary resulting from unremitted earnings was approximately $334.8 million. Prior to 2013, no U.S. taxes had been recorded on these earnings as it was our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. Under ASC 740-30-25-17, no deferred tax liability must be recorded if sufficient evidence shows that the subsidiary has invested or will invest the undistributed earnings or that the earnings will be remitted in a tax-free manner. Management must consider numerous factors in determining timing and amounts of possible future

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distribution of these earnings to the parent company and whether a U.S. deferred tax liability should be recorded for these earnings. These factors include the future operating and capital requirements of both the parent company and the subsidiaries, remittance restrictions imposed by foreign governments or financial agreements and tax consequences of the remittance, including possible application of U.S. foreign tax credits and limitations on foreign tax credits that may be imposed by the Internal Revenue Code and regulations. During the fourth quarter of 2013, management evaluated numerous factors related to the timing and amounts of possible future distribution of these earnings to the parent company, with consideration of the pending sale of the remaining equity interest in Harvest Holding as well as possible sales of other non-U.S. assets. While we will continue to invest the undistributed earnings to the extent possible and operate the Company’s business in the normal course, management is also considering distributions to the Company’s stockholders which could include the distribution of proceeds from the sales of assets by the Company’s foreign subsidiaries to the U.S. parent company resulting in U.S. taxable income. Because management is pursuing various alternatives, a determination was made that it was appropriate to record a deferred tax liability associated with the unremitted earnings of our foreign subsidiaries of $89.9 million in the fourth quarter of 2013. This liability includes $51.1 million which could become payable currently upon the Second Closing sale and is therefore reflected as a current deferred tax liability in our audited consolidated balance sheet as of December 31, 2013.

In addition, in 2013 we utilized $10.8 million of available losses from prior years as well as a current year tax loss of $36.7 million to offset income resulting from the First Closing sale with no regular tax for the year ended December 31, 2013 leaving $8.4 million of losses available to offset taxable income in future periods. However, as a result of the alternative minimum tax provisions, we did incur AMT of $2.1 million increasing the amount of the AMT credit carryforward.

Management assessed the available positive and negative evidence related to its loss and AMT credit carryforwards and other deferred tax assets (“DTAs”) to estimate if sufficient future taxable income will be generated to use the existing DTAs. After reviewing the earnings history of our U.S. operations, management determined that, while the Company does not have domestic production, it is expected to have sufficient taxable income in the U.S. related to the expected Second Closing sale. This is expected to allow the Company the ability to utilize the benefits related to its deferred tax assets which previously had a valuation allowance. As such, the Company released the valuation allowances on the U.S. DTAs during the fourth quarter of 2013.

As a result of recording deferred taxes on undistributed earnings from foreign subsidiaries and the benefit from the reversal of valuation allowances related to U.S. tax assets, we expect that the tax impact for financial reporting purposes will be primarily attributable to the book gain which we expect to recognize on the Second Closing sale.

Material Income Tax Consequences of the Proposed Sale

Material U.S. Federal Income Tax Consequences

The following discussion is a general summary of the anticipated U.S. federal income tax consequences of the sale of our remaining Venezuelan interests. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state and local laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. The following discussion has no binding effect on the Internal Revenue Service or the courts.

Consequences to the Stockholders of Harvest

There should be no U.S. federal income tax consequence to the stockholders of Harvest as a result of the sale of our remaining Venezuelan interests, as the gain will be realized by Harvest, through HNR Energia. However, stockholders may incur a tax if they receive dividends or other distributions from Harvest of any

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proceeds from the sale of our Venezuelan interests, or they sell or otherwise dispose of their stock in Harvest in a taxable transaction at a price higher than their adjusted tax basis in that stock. You are urged to consult your own tax advisor with respect to the U.S. federal income, as well as state, local, and non-U.S., tax consequences to you of receiving distributions on, or disposing of, the stock you hold in Harvest.

Consequences to Harvest

Harvest will be subject to U.S. federal income tax arising from the gain on the sale of our remaining Venezuelan interests. The gain is generally fully taxable to Harvest under the Subpart F rules of the Code. However, to the extent that the earnings of Harvest Holding qualify for the “high tax exception” to the Subpart F rules and Harvest timely files an election to exclude items of high-taxed income from Subpart F income, a portion of the gain can be deferred from U.S. taxation so long as the proceeds received by HNR Energia are not distributed to Harvest. The portion of the gain that is currently subject to tax in the U.S. can be further reduced by any U.S. tax losses available to Harvest.

Material Dutch Income Tax Consequences

There will be no material Dutch tax consequences to Harvest or its affiliates as a result of the sale of our Venezuelan interests. Capital gains arising from HNR Energia’s sale of shares in Harvest Holding will be fully exempt from corporate income tax as a result of the Dutch participation exemption.

Material Venezuelan Income Tax Consequences

There should be no Venezuelan income tax consequences to Harvest or its affiliates arising as a result of the sale of our Venezuelan interests because no Venezuelan entities will be sold. Instead, the shares to be sold by HNR Energia are those of a Dutch BV (i.e., Harvest Holding), that indirectly owns stock in the Venezuelan entities. The sale of our Venezuelan interests will be consummated outside of Venezuela between HNR Energia, a Curaçao company that is tax resident in the Netherlands, and Petroandina, a Netherlands limited liability company.

Regulatory Matters

We are not aware of any antitrust or other material regulatory consents that are required in connection with the sale of our remaining Venezuelan interests, except for the approval by the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of Venezuela.

Vote Required and Board Recommendation

We are obtaining this vote to comply with Section 271 of the Delaware General Corporation Law, which requires a stockholder vote for a corporation to sell substantially all of its assets. Authorization of the proposed sale requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote. Abstentions, broker non-votes and failures to vote will have the effect of a vote against the proposed sale.

Our Board of Directors recommends that you vote FOR the authorization of the proposed sale of our remaining Venezuelan interests.

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DESCRIPTION OF INTERESTS TO BE SOLD

General

Under the Share Purchase Agreement, the Company and HNR Energia agreed to sell all of HNR Energia’s 80 percent equity interest in Harvest Holding to Petroandina, in two closings of 29 percent and 51 percent. Harvest Holding owns, indirectly through wholly owned subsidiaries, a 40 percent equity interest in Petrodelta. The sale of our equity interests in Harvest Holding, including its direct and indirect subsidiaries, will constitute the sale of all of our interests in Venezuela, which consists of a 20.4 percent equity interest in Petrodelta and a 51 percent equity interest in Harvest Holding.

Upon execution of the Share Purchase Agreement on December 16, 2013, HNR Energia and Petroandina closed the sale of a 29 percent equity interest in Harvest Holding for a cash purchase price of $125 million. The second closing, for the sale of a 51 percent equity interest in Harvest Holding for a cash purchase price of $275 million, will be subject to, among other things, approval by the holders of a majority of our common stock and approval by the Ministerio del Poder Popular de Petroleo y Mineria representing the Government of Venezuela (which indirectly owns the other 60 percent interest in Petrodelta).

Petrodelta Operations

General

On October 25, 2007, the Venezuelan Presidential Decree, which formally transferred to Petrodelta the rights to the Petrodelta Fields subject to the conditions of a conversion contract, was published in the Official Gazette, the official government publication where laws, decrees, resolutions, instructions, and other regulations of general interest issued by the central government of Venezuela are published in order to make those acts valid and official. Petrodelta is to undertake the exploration, production, gathering, transportation and storage of hydrocarbons from the Petrodelta Fields for a maximum of 20 years from that date. Petrodelta is governed by its own charter and bylaws. Petrodelta’s portfolio of properties in eastern Venezuela includes large proven oil fields as well as properties with very substantial opportunities for both development and exploration. We have seconded key technical and managerial personnel into Petrodelta and participate on Petrodelta’s board of directors.

Petrodelta’s shareholders intend that the company be self-funding and rely on internally generated cash flow to fund operations. Under its conversion contract, work programs and annual budgets adopted by Petrodelta must be consistent with Petrodelta’s business plan. Petrodelta’s business plan may be modified by a favorable decision of the shareholders owning at least 75 percent of the shares of Petrodelta. Petrodelta’s approved capital budget for 2013 was $210 million and included a drilling program to use five drilling rigs for both development and appraisal wells to maintain production capacity. Petrodelta’s actual capital expenditures for 2013 were $269.2 million, and exceeded the budget as a result of cost overruns and inefficiencies.

PDVSA, as administrator of certain operating contracts for several mixed companies in Venezuela, has failed to pay on a timely basis certain amounts owed to contractors doing work for Petrodelta. PDVSA purchases all of Petrodelta’s oil production. PDVSA and its affiliates have reported shortfalls in meeting their cash requirements for operations and planned capital expenditures. In addition, PDVSA has fallen behind in certain of its payment obligations to Petrodelta, which payments Petrodelta would otherwise use to pay its contractors, including Harvest Holding. As a result, Petrodelta has experienced, and is continuing to experience, difficulty in retaining contractors who provide services for Petrodelta’s operations. We cannot provide any assurance as to whether or when PDVSA will become current on its payment obligations. Inability to retain contractors or to pay them on a timely basis has an adverse effect on Petrodelta’s operations and on Petrodelta’s ability to carry out its business plan.

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Crude oil delivered from Uracoa, Bombal, Tucupita, Isleño and Temblador fields of Petrodelta to PDVSA Petroleo S.A. (“PPSA”), a wholly owned subsidiary of PDVSA, is priced with reference to Merey 16 published prices, weighted for different markets and adjusted for variations in gravity and sulphur content, commercialization costs and distortions that may occur given the reference price and prevailing market conditions. Merey 16 published prices are quoted and sold in U.S. Dollars. The crude oil produced and delivered from El Salto field is priced with reference to Boscan, a heavier 10 degree API crude oil, published prices, also weighted for different markets and quality adjusted as described above. Boscan published prices are also quoted and sold in U.S. Dollars. An amendment to Petrodelta’s Contract for Sale and Purchase of Hydrocarbons with PPSA (the “Sales Contract”) has been approved by Petrodelta’s shareholders and is awaiting execution. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations – Petrodelta” in Appendix E for additional information on Petrodelta’s Contract for Sale and Purchase of Hydrocarbons with PPSA. Natural gas delivered from the Petrodelta fields to PPSA is priced at $1.54 per Mcf. PPSA is obligated to make payment to Petrodelta in U.S. Dollars for crude oil and natural gas liquids delivered. Natural gas deliveries are paid in Venezuelan Bolivars (“Bolivars”), but the pricing for natural gas is referenced to the U.S. Dollar.

In April 2011, the Venezuelan government published in the Official Gazette the Law Creating a Special Contribution on Extraordinary Prices and Exorbitant Prices in the International Hydrocarbons Market (the “amended Windfall Profits Tax”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations – Venezuela – Petrodelta” in Appendix E for a discussion of the effects of the amended Windfall Profits Tax on Petrodelta’s business.

On November 12, 2010, Petrodelta’s board of directors declared a dividend of $30.6 million, $12.2 million net to HNR Finance B.V., a wholly owned subsidiary of Harvest Holding (“HNR Finance”) ($9.8 million net to our then 32 percent equity interest). Petrodelta shareholder approval of the dividend was received on March 14, 2011. Due to Petrodelta’s liquidity constraints caused by PDVSA’s insufficient monetary support and contractual adherence, as of the date of this proxy statement, this dividend has not been received, although it is due and payable. Petrodelta’s board of directors declared this dividend and has never indicated that the dividend is not payable, or that it will not be paid. The dividend receivable is classified as a long-term receivable at December 31, 2013 due to the uncertainty in the timing of payment. There is uncertainty with respect to the timing of the receipt of this dividend and whether future dividends will be declared or paid. We continue to monitor our investment in Petrodelta. Should the dividend receivable not be collected or facts and circumstances surrounding our investment change, our results of operations and investment in Petrodelta could be adversely affected.

Petroandina has the right to any dividends paid by Harvest Holding after December 16, 2013, that would attach with respect to the First Closing Shares and, after the second closing any dividends that would attach to the shares of Harvest Holding sold in that closing, regardless of whether the dividends are paid in connection with dividends paid by Petrodelta that are declared before, on or after the date of the Share Purchase Agreement and regardless of the record date therefor. During the term of the Share Purchase Agreement, Harvest Holding may not pay any dividends to HNR Energia, and in such case HNR Energia would not benefit from any dividends paid by Petrodelta during this period.

Petrodelta 2014 Capital Budget

The CVP proposed 2014 budget for Petrodelta is for $518.8 million in capital expenditures. This is nearly double the amount spent in 2013, and we expect the actual expenditures in 2014 will be well below the budgeted amount for several reasons. The engineering processes which are required to execute the plan have not been completed. In addition, the plan requires the procurement of materials and long lead equipment as well as negotiation of contracts with suppliers and this has not progressed to a stage which allow achievement of the plan. Since Petrodelta has had insufficient monetary support and contractual adherence by PDVSA, it is possible that PDVSA will not provide the support required to execute Petrodelta’s proposed 2014 budget. Should PDVSA continue in insufficient monetary support and contractual adherence of Petrodelta, underinvestment in the development plan may lead to continued under-performance. This budget proposal has not been reviewed by Petrodelta’s board yet.

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Location and Geology

Petrodelta Fields

Uracoa Field

At December 31, 2013, there were 76 (compared to 86 at December 31, 2012) oil and natural gas producing wells and seven (compared to seven at December 31, 2012) water injection wells in the field. The current production facility has capacity to handle 30 thousand barrels (“MBbls”) of oil per day, 130 MBbls of water per day, and storage of up to 75 MBbls of crude oil. The oil produced from Uracoa is blended with the oil produced from Tucupita, Bombal and Isleño fields then transported through a 25-mile oil pipeline from the Uracoa plant facilities UM-2 to PDVSA’s EPT-1 storage and fiscalization facility. Substantially all natural gas currently being delivered by Petrodelta is produced from the Uracoa field and is delivered to PDVSA through a 64-mile pipeline to Mamo gas station and PDVSA Gas network.

Tucupita Field

At December 31, 2013, there were 19 (compared to 15 at December 31, 2012) oil producing wells and five (compared to four at December 31, 2012) water injection wells in the field. The Tucupita production facility has a capacity to process 30 MBbls of oil per day, 125 MBbls of water per day and storage for up to 60 MBbls of crude oil. The oil is transported through a 31-mile, 20-MBbls-of-oil-per-day pipeline from the Tucupita field to the Uracoa plant facilities UM-2. See “Uracoa Field” above.

Bombal Field

At December 31, 2013, there were three (compared to four at December 31, 2012) oil producing wells. The oil is transported through a five-mile, ten MBbls of oil per day pipeline from the Bombal field to the Uracoa plant facilities UM-2. See “Uracoa Field” above.

Isleño Field

The Isleño field was discovered in 1953. Seven oil appraisal wells were drilled by PDVSA prior to the field being contributed to Petrodelta. At December 31, 2013, there were three (compared to two at December 31, 2012) oil producing wells in the field. The oil is transported through a pipeline to the Uracoa plant facilities UM-2. See “Uracoa Field” above. A 16-inch, 6.2-mile, 20-MBbls-per-day transfer line capacity was completed and is operational from the Isleño field to Uracoa to transport the fluids produced.

Temblador Field

At December 31, 2013, there were 28 (compared to 28 at December 31, 2012) oil producing wells in the field. The oil is transported through two pipelines: a 5.6-mile, 40-MBbls-of-oil-per-day trunkline from the TY-8 flow station (east end of the field) to the TY-23 flow station; and a 4.3-mile, 20 MBbls-of-oil-per-day gathering system from the west end of the field to the TY-23 flow station. The total crude oil is then delivered from the TY-23 flow station into PDVSA’s EPT-1 storage facility.

El Salto Field

At December 31, 2013, there were 23 (compared to 17 at December 31, 2012) oil producing wells and one (compared to one at December 31, 2012) water injection well in the El Salto field. The oil is transported through an 18.1-mile, 40-MBbls-of-oil-per-day pipeline to PDVSA’s EPM-1 storage facility.

Infrastructure and Facilities

Petrodelta has a 25-mile oil pipeline from its oil processing facilities at Uracoa to PDVSA’s EPT-1 storage facility, the custody transfer point. The pipeline has a nominal capacity of 30 MBls of oil per day and a design capacity of 60 MBls of oil per day.

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Petrodelta has a 64-mile pipeline from Uracoa to the Mamo gas station and the PDVSA gas network with a nominal capacity of 70 million cubic feet (“MMcf”) of natural gas per day and a design capacity of 90 MMcf of natural gas per day.

Petrodelta has two main gathering systems at Temblador Field, one in the east side of the field, a 5.6-mile trunkline from the TY-8 flow station to the TY-23 flow station, which is next to PDVSA’s EPT-1 storage facility. The trunkline has an operational capacity of 40 MBls of fluid per day and a design capacity of 60 MBls of oil per day. The second one, on the west side of the field, is a 4.3-mile, 20-MBbls-of-total-fluid-per-day gathering system from the end of the field to the TY-23 flow station. The total crude oil, on specification, is then delivered from the TY-23 flow station into PDVSA’s EPT-1 storage facility (the custody transfer point).

Petrodelta has an 18.1-mile pipeline from El Salto to PDVSA’s COMOR EPM-1 storage facility, the custody transfer point. The pipeline has a nominal capacity of 30 MBls of oil per day and a design capacity of 40 MBls of oil per day. Petrodelta is executing additional infrastructure enhancement projects in El Salto and Temblador.

Petrodelta has long term agreements in place with the PDVSA gas affiliate for purchase of power for electrical needs, leasing of compression, and operation and maintenance of the gas treatment and compression facilities at the Uracoa and Tucupita fields.

Drilling and Development Activity

During the year ended December 31, 2013, Petrodelta drilled and completed 13 development wells. Petrodelta delivered approximately 14.5 MBls of oil and 2.6 billion cubic feet (“Bcf”) of natural gas, averaging 41,014 barrels of oil equivalent (“BOE”) per day during the year ended December 31, 2013.

During the year ended December 31, 2012, Petrodelta drilled and completed 12 development wells. Petrodelta delivered approximately 13.2 MBls of oil and 2.2 Bcf of natural gas, averaging 36,979 BOE per day during the year ended December 31, 2012. During the year ended December 31, 2011, Petrodelta drilled and completed 15 development wells, one successful appraisal well and two water injector wells. Petrodelta delivered approximately 11.4 MBls of oil and 2.3 Bcf of natural gas, averaging 32,240 BOE per day during the year ended December 31, 2011.

Currently, Petrodelta is operating six drilling rigs and one workover rig and is continuing with infrastructure enhancement projects in the El Salto and Temblador fields. A pipeline was completed in March 2013, and it is operational between the Isleño field and the main production facility at Uracoa.

Reserve Report

We measure and disclose our oil and gas reserves in accordance with the provisions of the SEC’s Modernization of Oil and Gas Reporting and ASC 932, “Extractive Activities – Oil and Gas” (“ASC 932”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Reserves” in Appendix E for a definition of proved, probable and possible reserves and a discussion of the uncertainty related to reserve estimates.

The process for preparation of our oil and gas reserves estimates is completed in accordance with our prescribed internal control procedures, which include verification of data provided, management reviews and review of the independent third party reserves report. The technical employee responsible for overseeing the process for preparation of the reserves estimates has a Bachelor of Arts in Engineering Science, a Master of Science in Petroleum Engineering, more than 33 years of experience in reservoir engineering, and is a member of the Society of Petroleum Engineers.

All reserve information in this proxy statement is based on estimates prepared by Ryder Scott Company L.P. (“Ryder Scott”), independent petroleum engineers. The technical personnel responsible for preparing the reserve

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estimates at Ryder Scott meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Ryder Scott is an independent firm of petroleum engineers, geologists, geophysicists and petrophysicists; it does not own an interest in our properties and is not employed on a contingent fee basis.

In Venezuela during 2013, Petrodelta drilled and completed 13 production wells. Eleven of the wells were previously identified as Proved Undeveloped (“PUD”) locations and two wells were previously classified as probable, possible or undefined locations. In 2013, an additional ten PUD locations were identified through drilling activity, however ten PUD locations that are scheduled to be drilled five years after the wells were originally identified have been reclassified as probable reserves. At December 31, 2013, Petrodelta had 133 identified PUD locations.

Petrodelta’s 2013 business plan, as proposed by Petrodelta, contemplates sustained drilling activities through the year 2023 to fully develop the El Salto, Isleño and Temblador fields. As a noncontrolling interest shareholder in Petrodelta, HNR Finance has limited ability to control the development plans that are periodically prepared or approved by the Venezuelan government. The PUD locations that are now scheduled to be drilled five years after they were originally identified have been reclassified as probable reserves.

Proved undeveloped reserves of 10.6 MMBOE from 133 gross PUD locations are scheduled to be drilled within the period from 2014 to 2017 and within five years from when these locations were first identified. All above MMBOE represent our net 20.4 percent equity interest, net of a 33.33 percent royalty.

Probable undeveloped reserves of 41.5 MMBOE include 14.0 MMBOE from 108 gross undeveloped locations that would otherwise meet the definition of proved undeveloped reserves, except that they are scheduled to be drilled at least five years after the date that they were originally identified. All of these 108 locations are scheduled to be drilled within five years from 2014 to 2019.

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The following table shows, by country and in the aggregate, a summary of our proved, probable and possible oil and gas reserves as of December 31, 2013. The information for Venezuela represents our net 20.4 percent ownership interest in Petrodelta at December 31, 2013. That interest was reduced from our previous 32 percent interest as a result of our sale of 29 percent of HNR Energia’s equity interest in Harvest Holding on December 16, 2013.

Our estimates of proved reserves, proved developed reserves and proved undeveloped reserves as of December 31, 2013 and 2012 and changes in proved reserves during the last two years are contained in “Supplemental Information on Oil and Natural Gas Producing Activities (unaudited)” included in Appendix E. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Reserves” in Appendix E for additional information on our reserves.

Information on production, prices and lifting costs; drilling and undeveloped acreage; property; and legal proceedings as they relate to our Venezuelan interests, is included under the caption “Information About Harvest”.

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DOCUMENTS GOVERNING THE PROPOSED SALE

The following is a summary of the material documents relevant to the proposed sale of our remaining Venezuelan interests. The two most significant documents, the Share Purchase Agreement and the Shareholders’ Agreement, are attached to this proxy statement as Appendices A and B, respectively, and incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information that is important to you. To understand the proposed sale of our remaining Venezuelan interests more fully, and for a more complete legal description of the proposed sale, you are urged to read this entire proxy statement carefully, including the appendices.

The description of each of the documents governing the proposed sale of our remaining Venezuelan interests have been included to provide you with general information regarding the terms of each document. Except for the status of each document as a contractual document among the parties with respect to the proposed sale, these descriptions are not intended to provide factual information about any of the parties. The documents may contain representations and warranties made by the parties as of specific dates or based on a party’s knowledge and belief, may be subject to limitations agreed on by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating risk between the parties instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or by other investors. You should not rely on the representations and warranties set forth in these documents as statements of factual information.

Share Purchase Agreement

The Company, HNR Energia, Petroandina and Pluspetrol entered into the Share Purchase Agreement on December 16, 2013. Pluspetrol is a party to the Share Purchase Agreement solely with respect to Article V and Section 11.13. The Share Purchase Agreement is attached to this proxy statement as Appendix A and incorporated by reference into this proxy statement. HNR Energia and Petroandina also entered into the Shareholders’ Agreement on December 16, 2013, and it is attached to this proxy statement as Appendix B and incorporated by reference into this proxy statement. An overview of some of the terms and conditions of the Share Purchase Agreement and the Shareholders’ Agreement is provided below. This overview is not intended to be a complete description of all of the terms and conditions in the Share Purchase Agreement or the Shareholders’ Agreement, and you are urged to read the Share Purchase Agreement and the Shareholders’ Agreement in their entirety. For example, the Share Purchase Agreement includes tax provisions, indemnification provisions and other provisions typical in transactions of this type, and reference should be made to the Share Purchase Agreement regarding those provisions and the complete provisions for which an overview is provided below for a complete understanding of the sale of our remaining Venezuelan interests.

The Sale of Our Remaining Venezuelan Interests

Our Venezuelan interests are owned through several subsidiaries in all of which we have direct or indirect controlling interests. We directly own 100 percent of the equity interests in HNR Energia. Until we entered into the Share Purchase Agreement, HNR Energia directly owned 80 percent of the equity interests in Harvest Holding. Harvest Holding indirectly owns 40 percent of the equity interests in Petrodelta. Until we entered into the Share Purchase Agreement, through these subsidiaries, we indirectly owned a net 32 percent equity interest in Petrodelta.

Upon entering into the Share Purchase Agreement, HNR Energia sold to Petroandina a 29 percent equity interest in Harvest Holding. As a result, we currently own a 51 percent equity interest in Harvest Holding, Petroandina owns a 29 percent equity interest and our continuing partner, OGTC, continues to own a 20 percent equity interest in Harvest Holding. Since Harvest Holding indirectly owns 40 percent of Petrodelta and we indirectly own 51 percent of Harvest Holding, we indirectly own a net 20.4 percent equity interest in Petrodelta, Petroandina indirectly owns a net 11.6 percent equity interest in Petrodelta and OGTC indirectly owns a net 8 percent equity interest in Petrodelta. The remaining 60 percent of Petrodelta is owned 56 percent by CVP and 4 percent by PDVSA Social S. A. The main business purposes of the subsidiaries through which we own our

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interest in Petrodelta are to assist us in the management of Petrodelta and in negotiations with PDVSA. We do not have a business relationship with OGTC outside of Venezuela. For a chart showing these corporate relationships, see page 3.

If the sale of our remaining Venezuelan interests to be sold at the second closing is approved by our stockholders and the other conditions to the second closing are satisfied, on the second closing date HNR Energia will transfer its remaining 51 percent equity interest in Harvest Holding to Petroandina for a cash purchase price of $275 million.

The Second Closing

The second closing will take place on the date that is five business days after the date on which the conditions to the second closing set out in the Share Purchase Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the second closing), or at such other time as the parties may agree.

Condition to the Proposed Sale

The following conditions must be satisfied before consummation of the proposed sale of our remaining Venezuelan interests:

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Representations and Warranties

The representations and warranties made by the parties in the Share Purchase Agreement do not purport to be accurate as of the date of this proxy statement or provide factual information about the parties to the Share Purchase Agreement.

The Company’s and HNR Energia’s Representations and Warranties

We made various representations and warranties in the Share Purchase Agreement. Our representations and warranties relate to, among other things:

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Petroandina’s and Pluspetrol’s Representations and Warranties

Petroandina and Pluspetrol make various representations and warranties in the Share Purchase Agreement. Its representations and warranties relate to, among other things:

Certain Actions Before the Second Closing

Until the second closing of the sale of our remaining Venezuelan interests, we have agreed to cause Harvest Holding and its subsidiaries to conduct their business in the ordinary course consistent with past practice. We have agreed that prior to the second closing we will not cause or permit Harvest Holding and its subsidiaries to undertake or enter into, among others, any of the following actions or transactions:

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Other Covenants

Under the Share Purchase Agreement, we have made a number of other covenants, including the following:

Put and Call Provisions

Petroandina has the right and option to sell to HNR Energia, and to cause HNR Energia to purchase, the First Closing Shares, which right and option are exercisable:

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HNR Energia has the right and option to purchase from Petroandina, and to cause Petroandina to sell, the First Closing Shares, which right and option are exercisable:

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Fiduciary Out

We have agreed not to solicit other offers to acquire Harvest Natural Resources, Inc. as a whole or the Petrodelta assets while the Share Purchase Agreement is in effect. If we receive an unsolicited acquisition proposal before our stockholders have approved the sale of our remaining Venezuelan interests, we may enter into discussions with the potential purchaser if our Board of Directors determines in good faith, after consultation with our outside legal counsel and financial advisors, that such acquisition proposal is reasonably likely to result in a superior proposal. A “superior proposal” is defined in the Share Purchase Agreement to mean and acquisition proposal that if consummated would result in the third party making such acquisition proposal owning, directly or indirectly (i) 70 percent or more of the equity interest in the Company or HNR Energia or 70 percent or more of the assets of the Company or HNR Energia (in each case assuming that such acquisition proposal is conditioned upon the termination of the Share Purchase Agreement Agreement), (ii) 51 percent of the equity interests of Harvest Holding or 100 percent of the assets of Harvest Holding, or (iii) 100 percent of all of the assets of all the subsidiaries of Harvest Holding, made by a third party as to which our Board of Directors determines in good faith, after consultation with our outside legal counsel and financial advisors, and considering such factors as the Board of Directors considers in good faith to be appropriate (including the tax consequences), (A) is on terms that are more favorable to the Company’s stockholders than the transactions contemplated by the Share Purchase Agreement (after giving effect to all changes to the terms of the proposed sale proposed by Petroandina in response to such acquisition proposal) from a financial point of view, (B) is not conditioned on the receipt of financing and (C) is reasonably likely to be consummated on a timely basis. We have the right to terminate the Share Purchase Agreement and accept a superior proposal if we first offer Petroandina the opportunity to modify the terms of the sale of our remaining Venezuelan interests so that the competing offer is no longer superior and, concurrently with such termination, we pay Petroandina a break-up fee equal to $9.625 million and enter into an alternative acquisition agreement with respect to such superior proposal.

Termination

The Share Purchase Agreement may, by written notice given before or at the second closing, be terminated, among other reasons:

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If the termination date is extended as described in the second bullet point above, Petroandina will, if so required by HNR Energia, lend to HNR Energia $2,000,000 for each month of extension, on terms and conditions substantially the same as the terms of the Company’s indenture for its previously outstanding 11% senior notes (with an exception for prepayment penalties). If the second closing occurs, the purchase price for our remaining Venezuelan interests shall be reduced by the amount of any outstanding amounts borrowed from Petroandina during the extension period. If the Share Purchase Agreement is terminated, the principal amount of the loans will be due one year from the date of termination.

Termination Fees and Expense Reimbursement

We must pay a termination fee of $9.625 million, or 3.5 percent of the $275 million purchase price payable at the second closing, in cash to Petroandina if the Share Purchase Agreement is terminated:

We must also pay the reasonable out-of-pocket expenses of Petroandina incurred in connection with the Share Purchase Agreement, up to $4 million, if the Share Purchase Agreement is terminated as a result of our breach of a representation or warranty upon execution of the Share Purchase Agreement or our breach of a covenant.

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If the Share Purchase Agreement is terminated by Petroandina or HNR Energia as a result of the failure of our stockholder to approve the proposed sale, we must pay a fee of $3 million in cash to Petroandina within two business days following such termination.

Indemnification; Limitations on Liability

From and after the closing of the sale of the First Closing Shares, we have agreed to indemnify Petroandina and its affiliates from and against losses arising out of our and HNR Energia’s breaches of representations and warranties (deemed made without any qualification as to materiality or material adverse effect) or failure to perform or comply with covenants in the Share Purchase Agreement.

Under the Share Purchase Agreement, we will not be required to indemnify Petroandina for breaches of our representations and warranties (other than with respect to the Fundamental Representations and intentional breaches) (i) unless the aggregate amount of losses incurred exceeds $2.5 million before the second closing or $8.0 million after the second closing, in which event we will be liable for the whole of such losses and not only the excess over such amount and, (ii) in respect of any claim, the indemnifiable amount from such claim exceeds $200,000, in which event we will be liable for the whole amount of such claim. Our aggregate liability for breaches of our representations and warranties (other than with respect to the Fundamental Representations, representations with respect to certain tax matters and intentional breaches) shall not in any circumstance exceed $31.3 million if the second closing does not occur or $100.0 million if the second closing does occur. Our aggregate liability under the Fundamental Representations or representations with respect to certain tax matters shall not exceed $125.0 million if the second closing does not occur or $400.0 million if the second closing does occur. Our representations and warranties in the Share Purchase Agreement survive until six months after the earlier of the termination of the Share Purchase Agreement and the second closing (the “Survival Date”), except that the Fundamental Representations, certain tax representations and representations that have been willfully breached survive until the later of (i) the Survival Date and (ii) the earlier of (A) the date Harvest is dissolved or distributes substantially all of its remaining assets to its stockholders and (B) the date that is 90 days after the expiration of the applicable statute of limitations.

Amendment

The Share Purchase Agreement may be amended in writing by mutual agreement of the parties at any time before or after we receive approval from our stockholders for the proposed sale. After we receive stockholder approval, there shall not be any amendment that by law requires further approval by our stockholders without such further stockholder approval. The parties will not amend the purchase price without stockholder approval.

Applicable Law and Jurisdiction

The Share Purchase Agreement is governed by Delaware law, except that deeds for the transfer of the shares of Harvest Holding and shareholders resolutions or minutes of Harvest Holding related to such deeds are governed by the laws of The Netherlands.

Guarantees of Harvest Natural Resources, Inc. and Pluspetrol

The Company has agreed to guarantee HNR Energia’s obligations under the Share Purchase Agreement, and Pluspetrol has agreed to guarantee Petroandina’s obligations under the Share Purchase Agreement.

Shareholders’ Agreement

On December 16, 2013, contemporaneously with signing the Share Purchase Agreement, HNR Energia and Petroandina entered into the Shareholders’ Agreement. This agreement becomes effective only if the Share Purchase Agreement is terminated before consummating the second closing. The Company has guaranteed HNR Energia’s obligations under the Shareholders’ Agreement.

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Consent Rights; Information Rights

Under the Shareholders’ Agreement, as long as Petroandina and its affiliates own at least 25 percent of the common shares of Harvest Holding, HNR Energia will take all necessary action to:

Certain Limitations on Litigation

The Shareholders’ Agreement provides that before HNR Energia or any of its subsidiaries makes written claim for compensation as a result of a default under the core documents establishing HNR Energia’s interests in Venezuela or exercises or threatens in writing to exercise any of its rights or remedies or commences or threatens in writing to commence any arbitration, litigation or other adversary proceeding against Petrodelta, any affiliate of Petrodelta or any governmental authority of Venezuela (a “Litigation Event”), HNR Energia must first notify Petroandina (a “Litigation Notice”) and deposit $5 million into an escrow account. If Petroandina then initiates a procedure to determine the fair market value of its Harvest Holding shares, HNR Energia may initiate a Litigation Event only if it deposits the fair market value of those shares into escrow within 10 business days of the determination of such fair market value. If the fair market value of its Harvest Holding shares is deposited into escrow and HNR Energia does not commence an arbitration, litigation or other adversary proceeding (an “Adversary Proceeding”) in respect of the Litigation Event that is the subject of the Litigation Notice before the earlier of one year after the Litigation Notice or the date on which HNR Energia notifies Petroandina that it intends to withdraw a Litigation Event, it may not initiate a Litigation Event for another year. If HNR Energia provides Petroandina with a Litigation Notice and Petroandina initiates the procedure for determining the fair market value of its Harvest Holding shares, Petroandina will have the right and option to sell to HNR Energia, and to cause HNR Energia to purchase, Petroandina’s shares of Harvest Holding at the fair market value of such shares, which option will be exercisable during the period commencing with Petroandina’s request for a fair

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market value determination and ending on the date that is 30 days after the earliest of (i) the date on which HNR Energia notifies Petroandina that an Adversary Proceeding in respect of a Litigation Event has been commenced, (ii) the date on which HNR Energia notifies Petroandina that it has withdrawn any pending Litigation Event and (iii) the one year anniversary of the Litigation Notice.

Transfer Restrictions

Under the Shareholders’ Agreement, HNR Energia may not transfer any of its shares in Harvest Holding, except (1) in a direct sale after compliance with certain tag-along provisions in favor of Petroandina, (2) in connection with a change of control of HNR Energia, after giving Petroandina the right to sell Petroandina’s shares of Harvest Holding to HNR Energia for the fair market value of those shares; or (3) to certain affiliates of HNR Energia.

Certain Other Governance and Inspection Rights

In addition, HNR Energia is obligated to:

Participation right

If the Company or HNR Energia seeks to enter into certain change of control transactions or any direct or indirect sale of HNR Energia’s interest in Harvest Holding, HNR Energia shall take all necessary action to, including all necessary action to cause the Company to, provide Petroandina with (i) notice of the intention to commence discussions regarding such a transaction, (ii) information regarding any such transaction, and (iii) the same opportunity to negotiate and submit proposals in respect of any such transaction as is offered to other potential buyers.

Ancillary Agreement

In addition to the Shareholders’ Agreement, HNR Energia has entered into an Ancillary Agreement in which it has agreed to, at the request of Petroandina and OGTC, vote its Harvest Holding shares to include provisions of the Shareholders’ Agreement in the Articles of Association of Harvest Holdings (with such limitations as to which Petroandina and OGTC may agree) and expand the board of directors of Harvest Holding to include a director to be nominated by Petroandina.

Articles of Association of Harvest Holding

In addition to the rights that Petroandina will have under the Shareholders’ Agreement if the Share Purchase Agreement is terminated, the Articles of Association of Harvest Holding provide that approval of the holders of at least 81% of Harvest Holding’s capital is required to:

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Accordingly, if the second closing does not occur and the Shareholders’ Agreement becomes effective, in addition to Petroandina’s rights under the Shareholders’ Agreement, the approval of both OGTC and Petroandina, in addition to HNR Energia, will be required to effect any of the actions described above.

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INTERESTS OF HARVEST’S DIRECTORS AND EXECUTIVE OFFICERS IN THE PROPOSED SALE

When considering the recommendation of our Board of Directors that you vote for the authorization of the proposed sale of the Company’s remaining Venezuelan interests, you should be aware that some of the executive officers and directors of Harvest have interests that are different from, or in conflict with, your interests. Our Board of Directors was aware of the potential for these divergent interests when it approved the Share Purchase Agreement.

Arrangements with Petroandina and Pluspetrol

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Petroandina or Pluspetrol or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, Petroandina or Pluspetrol or any of their affiliates, nor do we expect that any of our executive officers will enter into any such agreements in the future.

Determination of Our Board of Directors Regarding Change in Control Provisions

Our Board of Directors has made a determination that the sale of our remaining Venezuelan interests will constitute a change in control for purposes of the provisions of our incentive plans, our award agreements under those plans, award agreements for grants at time of hire that are outside of any plan and our employment agreements with our executive officers. Generally, upon a change in control the treatment of the various types of awards will be as follows:

Stock options. All unvested stock options will vest and will be exercisable to the extent that the market price of our common stock exceeds the exercise price.

Restricted Stock. All restricted stock will vest and will no longer be subject to forfeiture.

Unit Awards. All unit awards will vest and be settled for cash to the extent that the market price of our common stock exceeds the market price on the date of grant.

Stock Appreciation Rights. All unvested stock appreciation rights will vest and will be exercisable for cash to the extent that the market price of our common stock exceeds the exercise price.

Restricted Stock Units. All restricted stock units will vest and be settled for cash.

In addition, vesting of an aggregate of 100,002 shares of restricted stock held by members of our Board of Directors will be accelerated, reflecting an aggregate value of $447,009 based on a price of $4.47 per share, which was the average closing market price of shares of our common stock for the first five business days after the public announcement of the proposed sale of our remaining Venezuelan interests.

Change in Control Payments under Existing Employment Agreements with Executive Officers

Change in control severance benefits apply if an executive officer suffers loss of employment due to a change of control and the termination takes place between 240 days before a change of control and 730 days after a change of control. Generally, in addition to the vesting of equity based awards as described above, executive officers would be entitled to:

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Golden Parachute Compensation

The following table sets forth the information regarding the various elements of compensation that each named executive officer of Harvest would receive that is based on or otherwise relates to the sale of our remaining Venezuelan interests.

The amounts indicated in the table below titled “Golden Parachute Compensation” are estimates of the amounts that would be payable assuming, solely for the purposes of this table, that the sale is consummated on March 31, 2014 (unless otherwise specified), and the employment of each of the specified named executive officers was terminated other than for cause or such named executive officer resigned for good reason, in each case on that date. Our Board of Directors has indicated, however, that it has no current plans to terminate any of our named executive officers without cause. Also, for the purposes of the sale of our remaining Venezuelan interests, our named executive officers have waived their right to terminate for good reason until the earlier of December 31, 2014, or the date that is 30 days following the closing of the sale of all or substantially all of our assets in Gabon.

As described below, the amounts set forth in column 2 of the table would vest and the amounts set forth in column 6 of the table would vest and become payable by virtue of the consummation of the sale (“single-trigger” payments), while the other amounts would be payable only if the termination takes place between 240 days before a change in control and 730 days after a change in control (“double-trigger” payments). In addition to the assumptions regarding the consummation date of the sale and termination of the employment of the named executive officers, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the sale may differ from the amounts set forth below. For purposes of the table only, we have assumed that shares of our common stock are valued at $4.47 per share, which was the average closing market price of shares of our common stock for the first five business days after the public announcement of the proposed sale of our remaining Venezuelan interests.

Golden Parachute Compensation

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(1) Cash: The amounts in this column reflect the cash severance payment to which the named executive officers would be entitled and reflects a lump sum amount equal to a multiple of the named executive officer’s base salary and his highest bonus amount for the last three fiscal years. For Mr. Edmiston, that multiple is 3x his base salary of $588,000 and 3x his highest bonus amount which was $750,750. For the other named executive officers, the multiple is 2x as provided in the employment agreements. Mr. Haynes’ base salary is $314,000 and his highest bonus amount is $241,605. Mr. Speirs’ base salary is $370,000 and his highest bonus amount is $296,010. Mr. Nesselrode’s base salary is $289,000 and his highest bonus amount is $221,130. Mr. Head’s base salary is $283,000 and his highest bonus amount is $206,700.

(2) Equity: The amounts in this column reflect the value of the equity awards subject to accelerated vesting of the named executive officers that would occur at the effective time of the sale of our remaining Venezuelan interests and currently includes the value of each named executive officer’s restricted stock that will vest as a result of the sale of our remaining Venezuelan interests. Amounts do not include any value for out-of-the-money options; all options are out-of-the-money at the assumed market price of $4.47 per share. The amounts also do not include unvested cash-settled restricted stock units and stock appreciation rights that will vest upon the consummation of the sale, which are included in column 6.

(3) Pension/NQDC: The amounts in this column reflect a multiple of the employer maximum contribution to the Company’s 401K plan which is currently $10,400 annually. For Mr. Edmiston, that multiple is 3x. For the other named executive officers the multiple is 2x. See note 1 “Cash” above. Mr. Speirs does not participate in the Company’s 401K plan.

(4) Perquisites/Benefits: The amounts in this column reflect the 3x or 2x value of medical, dental and life insurance benefits to which the named executive officers would be entitled under their employment agreements. The table below shows the annual total value of medical, dental and life benefits for each named executive officer:

In addition, each named executive officer is entitled to $20,000 of reimbursable outplacement services. This amount is also included in column 4.

(5) Tax Reimbursements: The amounts in this column reflect the estimated excise tax gross ups under section 4999 of the Code calculated as of December 31, 2013. This benefit is provided under the executive employment agreements.

(6) Other: The amounts in this column (and which are not included in the amounts in column 2) reflect the unvested cash-settled restricted stock units and stock appreciation rights that will vest upon the consummation of the sale. Amounts do not include any value for out-of-the-money stock appreciation rights; all stock appreciation rights are out-of-the-money at the assumed market price of $4.47 per share.

(7) Total: Of this total, $896,302, reflected in the Other column, are payments that will be made to the executives upon closing. The remaining $12,232,678 are amounts attributed to the “double trigger” payments that would be paid upon termination of the executive without cause or resignation for good reason. For the purposes of the sale of our remaining Venezuelan interests, our named executive officers have waived their right to terminate for good reason until the earlier of December 31, 2014, or the date that is 30 days following the closing of the sale of all or substantially all of our assets in Gabon.

In addition, under their employment agreements our executive officers are subject to covenants prohibiting competition, solicitation of customers and employees, interference with business relationships and use of certain proprietary and other confidential information during employment and for two years thereafter and are also subject to perpetual restrictive covenants regarding trade secrets. Violations of these covenants subject the executive officers to damages in the amount of a pro-rated amount of certain cash severance payments.

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INFORMATION ABOUT HARVEST

Business

Executive Summary

Harvest Natural Resources, Inc. is a petroleum exploration and production company incorporated under Delaware law in 1989. Our focus is on acquiring exploration, development and producing properties in geological basins with proven active hydrocarbon systems. Our experienced technical, business development and operating personnel have identified low entry cost exploration opportunities in areas with large hydrocarbon resource potential. We operate from our Houston, Texas headquarters. We also have regional/technical offices in Singapore and field offices in Port Gentil, Republic of Gabon (“Gabon”) and Jakarta, Republic of Indonesia (“Indonesia”) to support field operations in those areas.

Our Venezuelan interests are owned through several subsidiaries in all of which we have direct or indirect controlling interests. We directly own 100 percent of the equity interests in HNR Energia. Until we entered into the Share Purchase Agreement, HNR Energia directly owned 80 percent of the equity interests in Harvest Holding. Harvest Holding indirectly owns 40 percent of the equity interests in Petrodelta. Until we entered into the Share Purchase Agreement, through these subsidiaries, we indirectly owned a net 32 percent in Petrodelta. Petrodelta is engaged in the exploration, production, gathering, transportation and storage of hydrocarbons from fields in Venezuela. Petrodelta’s portfolio of properties in eastern Venezuela include large proven oil fields as well as properties with very substantial opportunities for both development and exploration.

Upon entering into the Share Purchase Agreement, HNR Energia sold to Petroandina a 29 percent equity interest in Harvest Holding. As a result, we currently own a 51 percent equity interest in Harvest Holding, Petroandina owns 29 percent and OGTC owns the remaining 20 percent equity interest of Harvest Holding. Since Harvest Holding indirectly owns 40 percent of Petrodelta and we indirectly own 51 percent of Harvest Holding, we indirectly own a net 20.4 percent equity interest in Petrodelta. Petroandina indirectly owns a net 11.6 percent equity interest in Petrodelta and OGTC indirectly owns 8 percent. CVP and PDVSA Social S.A. own the remaining 56 percent and 4 percent, respectively, of Petrodelta. They are owned 100 percent by PDVSA, which is owned by the Venezuelan government. We do not have a business relationship with OGTC outside of Venezuela.

Through the pursuit of technically based strategies, we have endeavored to build a portfolio of exploration prospects to complement the low-risk production, development and exploration prospects we hold in Venezuela. In addition to our interests in Venezuela, we hold exploration acreage mainly onshore West Sulawesi in Indonesia, offshore of Gabon, onshore in Colombia and offshore of the People’s Republic of China (“China”).

As of December 31, 2013, we had total assets of $734.9 million, unrestricted cash of $120.9 million and debt of $83.6 million. For the year ended December 31, 2013, we had no revenues from continuing operations and net cash used in operating activities of $37.1 million. As of December 31, 2012, we had total assets of $596.8 million, unrestricted cash of $72.6 million and long-term debt of $74.8 million. For the year ended December 31, 2012, we had no revenues from continuing operations and net cash used in operating activities of $26.4 million.

At December 31, 2013, Petrodelta’s reserves net to our 20.4 percent equity interest were as follows: proved reserves – 20.7 MMBOE; probable reserves – 41.5 MMBOE; and possible reserves – 62.9 MMBOE. Proved and probable reserves together were 62.2 MMBOE, after accounting for the reduction in our interest from 32 percent to 20.4 percent are virtually unchanged from last year. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies – Reserves” included in Appendix E for a definition of proved, probable and possible reserves and a discussion of the uncertainty related to reserve estimates. Barrels of oil equivalent is determined using the approximate heat content ratio of one barrel of crude oil or condensate to six thousand cubic feet (“Mcf”) of natural gas, which ratio does not necessarily reflect price equivalency.

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Recent events

In January 2013, we announced that we had encountered oil in Dussafu Tortue Marin-1 (“DTM-1”) in Gabon. In February 2013, we announced that we had drilled a sidetrack well (“DTM-1ST1”) to test the lateral extent of the reservoirs encountered. In September 2013, we announced that we had entered into exclusive negotiations to sell our 66.667 percent interest in the Dussafu PSC. In November 2013, we terminated those negotiations. See “Business – Dussafu Marin, Offshore Gabon – Drilling and Development Activity”.

In January 2013, we acquired an additional 7.1 percent participating interest in the Budong-Budong Production Sharing Contract (“Budong PSC”) and became operator of the Budong PSC in March 2013. If we do not drill an exploration well before October 2014 our partner has the right to give us notice that the consideration for the additional 7.1 percent participating interest must be paid in cash for $3.2 million. See “Business – Budong-Budong, Onshore Indonesia – General”.

In February 2013, we signed farm-out agreements on Block VSM14 and Block VSM15 in Colombia. We have received notices of default from our partners for failing to comply with certain terms of the farmout agreements for Block VSM 14 and Block VSM 15, followed by notices of termination on November 27, 2013. As discussed further under “Legal Proceedings”, our partners have filed for arbitration of claims related to these agreements. After evaluating these circumstances, we determined that it was appropriate to fully impair the costs associated with these interests, and we recorded an impairment charge of $3.2 million during the year ended December 31, 2013. As we no longer have any interests in Colombia, we have reflected the results in discontinued operations. See “Business – Colombia”.

In February 2013, we announced that the agreement between PT Pertamina (Persero) and HNR Energia entered into in June 2012 for the purchase of Harvest’s interests in Venezuela had been terminated as a result of the Government of Indonesia, in its capacity as sole shareholder of PT Pertamina (Persero), voting not to approve the transaction.

In March 2013, we elected to not request an extension of the first phase or enter the second phase of Block 64 EPSA in Oman, and Block 64 was relinquished effective May 23, 2013. The carrying value of Block 64 EPSA of $6.4 million was considered to be impaired and a related impairment expense was recorded during the year ended December 31, 2012. During the first half of 2013, we terminated operations in Oman and closed the field office. Our activities in Oman have been reflected as discontinued operations in our financial statements. See “Business – Block 64 EPSA, Oman – General”.

On September 30, 2013, we entered into a subscription agreement under which we agreed to sell to three purchasers an aggregate of 390,000 shares of our common stock for an aggregate purchase price of $2,000,700. The transaction closed on October 1, 2013.

On October 2, 2013, we entered into subscription agreements under which we agreed to sell to three purchasers an aggregate of 400,000 shares of our common stock for an aggregate purchase price of $1,928,000. The transactions closed on October 4, 2013.

In November 2013, we entered into subscription agreements under which we agreed to sell to 12 purchasers an aggregate of 1,704,800 shares of common stock for an aggregate purchase price of $5,370,120. The purchasers included six Harvest officers and directors, who purchased an aggregate of 246,000 shares of common stock for an aggregate purchase price of $774,900. The transactions closed on November 27, 2013.

On December 16, 2013, we and HNR Energia entered into the Share Purchase Agreement with Petroandina and Pluspetrol to sell all of our Venezuelan interests through the sale of our equity interests in Harvest Holding. The sale of the First Closing Shares occurred contemporaneously with signing the Share Purchase Agreement. At that time, HNR Energia sold to Petroandina, for a cash purchase price of $125 million, a 29 percent equity interest in Harvest Holding, which represents an indirect 11.6 percent equity interest in Petrodelta. The second

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closing, which is the subject of this proxy statement, will be for the sale of HNR Energia’s remaining 51 percent equity interest in Harvest Holding, which represents an indirect 20.4 percent equity interest in Petrodelta, for a cash purchase price of $275 million payable at the second closing. See “Proposal No. 1 – Terms of the Proposed Sale of Our Remaining Venezuelan Interests”.

On January 11, 2014, we used a portion of the $125 million in proceeds from the sale of the First Closing Shares to redeem all of our 11% Senior Notes due 2014. The notes were redeemed for $80.0 million, including principal and accrued and unpaid interest. As a result of the redemption, we recorded a loss on extinguishment of debt of approximately $3.6 million in January 2014. This loss primarily includes the write off of the discount on debt ($2.3 million) and the expensing of the related financing costs ($1.3 million).

Reserves

See “Description of Interests To Be Sold – Reserve Report” and the reserve report of Ryder Scott Company attached to this proxy statement as Appendix D for more information about Petrodelta’s oil and gas reserves.

Operations

As of December 31, 2013, our operations included:

Petrodelta

See “Description of Interests To Be Sold – Petrodelta Operations” for a description of our 20.4 percent interest in Petrodelta, which constitutes all of our interests in Venezuela.

Dussafu Marin, Offshore Gabon

General

In 2008, we acquired a 66.667 percent ownership interest in the Dussafu PSC through two separate acquisitions. We are the operator.

The Dussafu PSC partners and Gabon, represented by the Ministry of Mines, Energy, Petroleum and Hydraulic Resources, entered into the third exploration phase of the Dussafu PSC with an effective date of May 28, 2012. The Direction Generale Des Hydrocarbures agreed to lengthen the third exploration phase to four years, until May 27, 2016.

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Location and Geology

The Dussafu PSC contract area is located offshore Gabon, adjacent to the border with the Republic of Congo. It contains 680,000 acres with water depths to 1,650 feet. Production and infrastructure exists in the blocks contiguous to the Dussafu PSC.

Drilling and Development Activity

During 2011, we drilled our first exploratory well, Dussafu Ruche Marin-1 (“DRM-1”), and two appraisal sidetracks. DRM-1 and sidetracks discovered oil of approximately 149 feet of pay within the Gamba and Middle Dentale Formations. DRM-1 and sidetracks are currently suspended pending further exploration and development activities.

Operational activities during 2012 included completion of the time processing of 545 square kilometers of seismic, which was acquired in the fourth quarter of 2011, and well planning. The 3-D Pre-Stack Time Migration was completed in July 2012. Pre-Stack Depth processing and reprocessing of the 2005 Inboard 3-D seismic of approximately 1,300 square kilometers commenced in June 2012 with the time reprocessing and merging of the various 3-D surveys completed in September 2012. The Pre-Stack Depth processing project was completed in September 2013.

During the fourth quarter of 2012, our second exploration well on the Tortue prospect to target stacked pre-salt Gamba and Dentale reservoirs commenced. DTM-1 was spud on November 19, 2012 in a water depth of 380 feet. On January 4, 2013, we announced that DTM-1 had reached a vertical depth of 11,260 feet within the Dentale Formation. Log evaluation and pressure data indicate that we have an oil discovery of approximately 42 feet of pay in a 72-foot column within the Gamba Formation and 123 feet of pay in stacked reservoirs within the Dentale Formation.

The first appraisal sidetrack of DTM-1 (“DTM-1ST1”) was spud in January 12, 2013. DTM-1ST1 was drilled to a total depth of 11,385 feet in the Dentale Formation, approximately 1,800 feet from DTM-1 wellbore and found 65 feet of pay in the primary Dentale reservoir. Several other stacked sands with oil shows were encountered; however, due to a stuck downhole tool, logging operations were terminated before pressure data could be collected to confirm connectivity. The well can be re-entered, and the downhole tool has since been retrieved. Work on DTM-1 and DTM-1ST1 was suspended pending future appraisal and development activities.

Geoscience, reservoir engineering and economic studies have progressed and a field development plan is being prepared for a cluster field development of both the Ruche and Tortue discoveries along with existing pre-salt discoveries at Walt Whitman and Moubenga.

Following the success in both the pre-salt Gamba and Dentale reservoirs in the two Harvest exploration wells a new 1,130 square kilometer 3D seismic survey commenced in October and completed in mid-November 2013. This is first 3D coverage over the outboard area of the Dussafu license, where significant pre-salt prospectivity has been already recognized on 2D seismic data. Pre-Stack Depth processing commenced in December 2013 with the first high quality seismic products expected to be available during the second quarter of 2014. The pre-salt reservoirs are currently the focus of deep water exploration activity offshore Gabon. The new 3D seismic data was extended to be acquired over the two Harvest discoveries and should also enhance the placement of future development wells in the Ruche and Tortue development program. We continue to evaluate our prospects, but we have not drilled any additional wells.

Budong-Budong, Onshore Indonesia

General

In 2007, we entered into a farmout agreement to acquire a 47 percent interest in the Budong PSC located mostly onshore West Sulawesi, Indonesia. In April 2008, Indonesia approved this assignment. Our partner is the

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operator through the exploration phase as required by the terms of the Budong PSC, and we have an option to become operator, if approved by Indonesia and SKK Migas, the Special Task force for the oil and gas sector, in any subsequent development and production phase.

We acquired our 47 percent interest in the Budong PSC by committing to fund the first phase of the exploration program up to a maximum of $17.2 million, including the acquisition of 2-D seismic information and drilling of the first two exploration wells. Before we drilled the first exploration well, our partner had a one-time option to increase the level of the carried interest to a maximum of $20.0 million. On September 15, 2010, our partner exercised its option to increase its carried interest by $2.7 million to a total of $19.9 million. The additional carried interest increased our ownership by 7.4 percent to 54.4 percent. On March 3, 2011, Indonesia approved this change in ownership interest.

On January 14, 2011, we exercised our first refusal right to a proposed transfer of interest by the operator to a third party, which allowed us to acquire an additional 10 percent ownership interest in the Budong PSC at a cost of $3.7 million payable ten business days after completion of the first exploration well. The $3.7 million was paid on April 18, 2011. Closing of this acquisition increased our participating ownership interest in the Budong PSC to 64.4 percent with our cost-sharing interest becoming 64.51 percent until first commercial production. On August 11, 2011, Indonesia approved this change in ownership interest.

The initial exploration term of the Budong PSC was due to expire on January 15, 2013. In September 2012, the operator of the Budong PSC, on behalf of us and our partner, submitted a request to BPMIGAS, Indonesia’s oil and gas regulatory authority, under the terms of the Budong PSC for a four-year extension of the initial six-year exploration term of the Budong PSC. In January 2013, we received written approval from SKK Migas of the four-year extension of the initial six-year exploration term to January 15, 2017.

In November 2012, the Indonesia constitutional court declared BPMIGAS to be unconstitutional. In January 2013, SKK Migas was formed to replace BPMIGAS. SKK Migas supervises all oil and gas industry activities in Indonesia.

In December 2012, we signed a farmout agreement with the operator of the Budong PSC to acquire an additional 7.1 percent participating interest and to become operator of the Budong PSC. We assumed the role of operator effective March 25, 2013. Closing of this acquisition on April 22, 2013 increased our participating ownership interest in the Budong PSC to 71.5 percent with our cost-sharing interest becoming 72 percent until first commercial production. The consideration for this transaction is that we will fund 100 percent of the costs of the first exploration well of the four-year extension to the Budong PSC. If we do not drill an exploration well before October 2014 our partner has the right to give us notice that the consideration for the additional 7.1 percent participating interest must be paid in cash for $3.2 million.

We have satisfied all work commitments for the current exploration phase of the Budong PSC. However, the extension of the initial exploration term includes an exploration well, which if not drilled by January 2016, results in the termination of the Budong PSC. We are actively discussing the sale of our interests in Budong, and based on indications of interest received in December 2013, we determined that is it was appropriate to recognize an impairment expense of $0.6 million and a charge included in general and administrative expenses related to a valuation allowance on VAT that we do not expect to recover of $2.8 million.

Location and Geology

During the initial exploration period, the Budong PSC covered 1.35 million acres. The Budong PSC includes a ten-year exploration period and a 20-year development phase. Pursuant to the terms of the Budong PSC, at the end of the first three-year exploration phase, 45 percent of the original area was to be relinquished to BPMIGAS. In January 2010, 35 percent of the original area was relinquished and 10 percent of the required relinquishment was deferred until 2011. In January 2011, the deferred 10 percent of the original total contract

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area was relinquished. The Budong PSC currently covers 0.75 million acres. However, pursuant to the request for extension of the initial exploration term, the contract area held by the Budong PSC at the beginning of the extension period should be reduced, according to the terms of the Budong PSC, from the current 55 percent to 20 percent of the original contract area. In January 2014, we submitted a relinquishment deferral proposal of 5 percent to SKK Migas. The retained area will contain all the areas of geological interest to the Budong PSC partners.

The Budong PSC includes the Lariang and Karama sub-basins, which are the eastern onshore extension of the West Sulawesi foldbelt (“WSFB”). Field work performed has confirmed the presence of Eocene source and reservoir potential. Offshore seismic surveys have greatly improved the understanding of the geology and enhanced the prospectivity of the offshore WSFB and, by analogy, the sparsely explored onshore area.

Drilling and Development Activity

In 2011, two exploratory wells were drilled, Lariang-1 (“LG-1”) and Karama-1 (“KD-1”). Both wells were plugged and abandoned in 2011 and early 2012.

Operational activities during 2012 focused on a review of geological and geophysical data obtained from the drilling of LG-1 and KD-1 wells to upgrade the prospectivity of the block and to define a prospect for potential drilling in 2013. We have completed remapping of both the Lariang and Karama Basins with eight leads in the Lariang Basin and five leads in the Karama Basin having been identified. The identification of these leads is the basis for the four-year extension request of the first six-year exploration term. We continue to evaluate our prospects, but we have not drilled any additional wells.

WAB-21, South China Sea

General

In 1996, we acquired a petroleum contract with China National Offshore Oil Corporation (“CNOOC”) for the WAB-21 area. The WAB-21 petroleum contract area lies within an area that is the subject of a border dispute between China and Socialist Republic of Vietnam (“Vietnam”). Vietnam has executed an agreement on a portion of the same offshore acreage with another company. The border dispute has lasted for many years, and there has been limited exploration and no development activity in the WAB-21 area due to the dispute. Although it is uncertain when or how this dispute will be resolved and under what terms the various countries and parties to the agreements may participate in the resolution, there has been a small increase in exploration activity in the area starting in 2009.

Location and Geology

The WAB-21 contract area covers 6.2 million acres in the South China Sea, with an option for an additional 1.25 million acres under certain circumstances, and is located in the West Wan’ an Bei Basin (Nam Con Son) of the South China Sea. Its western edge lies approximately 20 miles to the east of significant producing natural gas fields, Lan Tay and Lan Do, which are reported to contain two trillion cubic feet (“Tcf”) of natural gas and commenced production in November 2002. Also located to the west of WAB-21 are the Dua and Chim Sao discoveries that commenced oil production in 2011 and the oil and gas discovery in 2009 of Ca’ Rong Doh. The WAB-21 contract area covers a large unexplored area of the Wan’ an Bei Basin where the same successful Lower Miocene through to Upper Miocene plays to the west are present. Exploration success by other operators outside the WAB-21 contract area in the basin to date has resulted in discoveries estimated to total in excess of 500 MBls of oil and 7.5 Tcf of natural gas. Several similar structural trends and geological formations, each with significant potential for hydrocarbon reserves in traps with multiple pay zones similar to the known fields and discoveries to the west are present within WAB-21.

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Drilling and Development Activity

Due to the border dispute between China and Vietnam, we have been unable to pursue an exploration program during phase one of the contract. The Joint Management Committee has approved an extension of the license until May 31, 2015. While no assurance can be given, we believe we will continue to receive contract extensions so long as the border disputes persist.

Even though there continues to be increasing activity on the Vietnamese blocks, which we believe confirms our view of WAB-21’s prospectivity, we impaired the carrying value of WAB-21 at December 31, 2012 due to our continued inability to pursue an exploration program. However, we continue to seek permission to acquire regional 2-D seismic and localized 3-D seismic.

Colombia – Discontinued Operations

In February 2013, we signed farmout agreements on Block VSM 14 and Block VSM 15 in Colombia. Under the terms of the farm-out agreements, we had a 75 percent beneficial working interest and our partners had a 25 percent carried interest for the minimum exploratory work commitments on each block. We requested the legal assignment of the interest by the Agencia Nacional de Hidrocarburos (“ANH”), Colombia’s oil and gas regulatory authority, and approval of us as operator.

For both blocks, phase one of the contract began on December 15, 2012 and expires on December 15, 2015. The minimum work commitments for phase one of VSM 14 include three exploration wells and the acquisition of 70 kilometers of 2D seismic information. The minimum work commitment for phase one of VSM 15 includes one exploration well, the acquisition of 65 kilometers of 2D seismic information, reprocessing of 70 kilometers of 2D seismic information and the acquisition of 91 square kilometers of 3D seismic information.

VSM 14 covers 137,061 acres and VSM 15 covers 105,721 acres. Both blocks are located in the Upper Magdalena Valley in Colombia. The blocks are considered to be prospective for conventional oil and gas fields in multiple reservoirs in Tertiary and Cretaceous rocks, as well as for unconventional oil and gas fields in the Cretaceous La Luna and Villeta formations.

To date, there have been two exploration wells drilled on block VSM 14, both of which were plugged and abandoned. There have been no wells drilled on block VSM 15.

We have received notices of default from our partners for failing to comply with certain terms of the farmout agreements for Block VSM 14 and Block VSM 15, followed by notices of termination on November 27, 2013. As discussed further under “Legal Proceedings”, our partners have filed for arbitration of claims related to these agreements. After evaluating these circumstances, we determined that it was appropriate to fully impair the costs associated with these interests, and we recorded an impairment charge of $3.2 million during the year ended December 31, 2013. As we no longer have any interests in Colombia, we have reflected the results in discontinued operations.

Block 64 EPSA, Oman – Discontinued Operations

General

In 2009, we signed an EPSA with Oman for Block 64 EPSA. We had an 80 percent working interest and our partner, Oman Oil Company, had a 20 percent carried interest in Block 64 EPSA during the initial period.

The First Phase of Block 64 EPSA had a minimum work obligation of $22 million to reprocess 375 square kilometers of 3-D seismic and drill two exploration wells to penetrate and evaluate at least the potential objectives of the Haima Supergroup. In 2011, two exploratory wells were drilled, Mafraq South-1 (“MFS-1”) and Al Ghubar North-1 (“AGN-1”). Both wells were plugged and abandoned in the fourth quarter of 2011 and first quarter of 2012. Operational activities during 2012 included post-well evaluation and review of geological and geophysical data obtained from the drilling of the MFS-1 and AGN-1 wells.

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On March 12, 2013, we elected to not request an extension of the first phase or enter the second phase of Block 64 EPSA, and Block 64 was relinquished effective May 23, 2013. The carrying value of Block 64 EPSA of $6.4 million was considered to be impaired and a related impairment expense was recorded at December 31, 2012. During the first half of 2013, we terminated operations and closed the field office. Our activities in Oman have been reflected as discontinued operations in our financial statements.

Production, Prices and Lifting Cost Summary

In the following table we have set forth, by country, our net production, average sales prices and average operating expenses for the years ended December 31, 2013, 2012 and 2011. The presentation for Venezuela is presented at our net ownership interest in Petrodelta which was 32 percent through December 15, 2013 and 20.4 percent thereafter. The United States is presented at our ownership interest.

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Drilling and Undeveloped Acreage

For acquisitions of leases, development and exploratory drilling, we spent approximately (excluding our share of capital expenditures incurred by equity affiliates) $43.9 million in 2013 ($23.6 million in 2012, $106.1 million in 2011). These numbers do not include any costs for the development of proved undeveloped reserves in 2013, 2012 or 2011.

We have participated in the drilling of wells as follows:

In Gabon, following the success in both the pre-salt Gamba and Dentale reservoirs in the two Harvest exploration wells, a new seismic survey commenced in October 2013 and we expect the first high quality seismic products to be available during the second quarter of 2014. The new 3D seismic data was extended to be acquired

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over the two Harvest discoveries and should also enhance the placement of future development wells in the Ruche and Tortue development program. We continue to evaluate our prospects, but we have not drilled any additional wells.

All of our drilling activities are conducted on a contract basis with independent drilling contractors. We do not directly operate any drilling equipment.

Acreage

The following table summarizes the developed and undeveloped acreage that we own, lease or hold under concession as of December 31, 2013:

Regulation

General

Our operations and our ability to finance and fund our growth strategy are affected by political developments and laws and regulations in the areas in which we operate. In particular, oil and natural gas production operations and economics are affected by:

In any country in which we may do business, the oil and natural gas industry legislation and agency regulation are periodically changed, sometimes retroactively, for a variety of political, economic, environmental and other reasons. Numerous governmental departments and agencies issue rules and regulations binding on the oil and natural gas industry, some of which carry substantial penalties for the failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business and our potential for economic loss.

Competition

We encounter substantial competition from major, national and independent oil and natural gas companies in acquiring properties and leases for the exploration and development of crude oil and natural gas. The principal

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competitive factors in the acquisition of oil and natural gas properties include staff and data necessary to identify, investigate and purchase properties, the financial resources necessary to acquire and develop properties, and access to local partners and governmental entities. Many of our competitors have influence, financial resources, staffs, data resources and facilities substantially greater than ours.

Environmental Regulations

Our operations are subject to various federal, state, local and international laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. The cost of compliance could be significant. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial and damage payment obligations, or the issuance of injunctive relief (including orders to cease operations). Environmental laws and regulations are complex and have tended to become more stringent over time. We also are subject to various environmental permit requirements. Some environmental laws and regulations may impose strict liability, which could subject us to liability for conduct that was lawful at the time it occurred or conduct or conditions caused by prior operators or third parties. To the extent laws are enacted or other governmental action is taken that prohibits or restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and gas industry in general, our business and financial results could be adversely affected.

Employees

At December 31, 2013, full-time employees in our various offices were: Houston – 17; Caracas – 12; London – 3; Singapore – 2; and Jakarta – 12. We augment our employees from time to time with independent consultants, as required.

Properties

We have a regional/technical office in Singapore and field offices in Jakarta, Indonesia, and Port Gentil, Gabon to support field operations in those areas. At December 31, 2013, we had the following long-term lease commitments for office space:

For descriptions of our oil and gas properties, see “Description of Interests to be Sold” and “– Business – Executive Summary”;. “– Reserves”; and “– Operations”.

Legal Proceedings

Kensho Sone, et al. v. Harvest Natural Resources, Inc., in the United States District Court, Southern District of Texas, Houston Division. On July 24, 2013, 70 individuals, all alleged to be citizens of Taiwan, filed an original complaint and application for injunctive relief relating to the Company’s interest in the WAB-21 area of the South China Sea. The complaint alleges that the area belongs to the people of Taiwan and seeks damages in excess of $2.9 million and preliminary and permanent injunctions to prevent the Company from exploring, developing plans to extract hydrocarbons from, conducting future operations in, and extracting hydrocarbons from, the WAB-21 area. The Company has filed a motion to dismiss and intends to vigorously defend these allegations.

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The following related class action lawsuits were filed on the dates specified in the United States District Court, Southern District of Texas: John Phillips v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (March 22, 2013) (“Phillips case”); Sang Kim v. Harvest Natural Resources, Inc., James A. Edmiston, Stephen C. Haynes, Stephen D. Chesebro’, Igor Effimoff, H. H. Hardee, Robert E. Irelan, Patrick M. Murray and J. Michael Stinson (April 3, 2013); Chris Kean v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 11, 2013); Prastitis v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 17, 2013); Alan Myers v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 22, 2013); and Edward W. Walbridge and the Edward W. Walbridge Trust v. Harvest Natural Resources, Inc., James A. Edmiston and Stephen C. Haynes (April 26, 2013). The complaints allege that the Company made certain false or misleading public statements and demand that the defendants pay unspecified damages to the class action plaintiffs based on stock price declines. All of these actions have been consolidated into the Phillips case. The Company and the other named defendants have filed a motion to dismiss and intend to vigorously defend the consolidated lawsuits.

In June 2012, the operator of the Budong PSC received notice of a claim related to the ownership of part of the land comprising the Karama-1 (“KD-1”) drilling site. The claim asserts that the land on which the drill site is located is partly owned by the claimant. The operator purchased the site from local landowners in January 2010, and the purchase was approved by BPMIGAS, Indonesia’s oil and gas regulatory authority. The claimant is seeking compensation of 16 billion Indonesia Rupiah (approximately $1.4 million, $1.0 million net to our 71.61 percent cost sharing interest) for land that was purchased at a cost of $4,100 in January 2010. On March 8, 2013, the court ruled to dismiss the claim because the claim had not been filed against the proper parties to the claim. On March 19, 2013, the claimant filed an appeal against the judgment. We dispute the claim and plan to vigorously defend against it.

In May 2012, Newfield Production Company (“Newfield”) filed notice pursuant to the Purchase and Sale Agreement between Harvest (US) Holdings, Inc. (“Harvest US”), a wholly owned subsidiary of Harvest, and Newfield dated March 21, 2011 (the “PSA”) of a potential environmental claim involving certain wells drilled on the Antelope Project. The claim asserts that locations constructed by Harvest US were built on, within, or otherwise impact or potentially impact wetlands and other water bodies. The notice asserts that, to the extent of potential penalties or other obligations that might result from potential violations, Harvest US must indemnify Newfield pursuant to the PSA. In June 2012, we provided Newfield with notice pursuant to the PSA (1) denying that Newfield has any right to indemnification from us, (2) alleging that any potential environmental claim related to Newfield’s notice would be an assumed liability under the PSA and (3) asserting that Newfield indemnify us pursuant to the PSA. We dispute Newfield’s claims and plan to vigorously defend against them.

On May 31, 2011, the United Kingdom branch of our subsidiary, Harvest Natural Resources, Inc. (UK), initiated a wire transfer of approximately $1.1 million ($0.7 million net to our 66.667 percent interest) intending to pay Libya Oil Gabon S.A. (“LOGSA”) for fuel that LOGSA supplied to our subsidiary in the Netherlands, Harvest Dussafu, B.V., for the company’s drilling operations in Gabon. On June 1, 2011, our bank notified us that it had been required to block the payment in accordance with the U.S. sanctions against Libya as set forth in Executive Order 13566 of February 25, 2011, and administered by OFAC, because the payee, LOGSA, may be a blocked party under the sanctions. The bank further advised us that it could not release the funds to the payee or return the funds to us unless we obtain authorization from OFAC. On October 26, 2011, we filed an application with OFAC for return of the blocked funds to us. Until that application is approved, the funds will remain in the blocked account, and we can give no assurance when OFAC will permit the funds to be released. Our October 26, 2011 application for the return of the blocked funds remains pending with OFAC.

Robert C. Bonnet and Bobby Bonnet Land Services vs. Harvest (US) Holdings, Inc., Branta Exploration & Production, LLC, Ute Energy LLC, Cameron Cuch, Paula Black, Johnna Blackhair, and Elton Blackhair in the United States District Court for the District of Utah. This suit was served in April 2010 on Harvest and Elton Blackhair, a Harvest employee, alleging that the defendants, among other things, intentionally interfered with plaintiffs’ employment agreement with the Ute Indian Tribe – Energy & Minerals Department and intentionally

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interfered with plaintiffs’ prospective economic relationships. Plaintiffs seek actual damages, punitive damages, costs and attorney’s fees. We dispute plaintiffs’ claims and plan to vigorously defend against them. On October 29, 2013, we learned that the court administratively closed the case. The case was recently reopened as a result of the Circuit Court of Appeals ruling against Plaintiffs’ discovery request. We dispute Plaintiffs’ claims and plan to vigorously defend against them.

Uracoa Municipality Tax Assessments. Harvest Vinccler S.C.A., a subsidiary of Harvest Holding (“Harvest Vinccler”), has received nine assessments from a tax inspector for the Uracoa municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

Harvest Vinccler disputes the Uracoa tax assessments and believes it has a substantial basis for its positions based on the interpretation of the tax code by SENIAT (the Venezuelan income tax authority), as it applies to operating service agreements, Harvest Holding has filed claims in the Tax Court in Caracas against the Uracoa Municipality for the refund of all municipal taxes paid since 1997.

Libertador Municipality Tax Assessments. Harvest Vinccler has received five assessments from a tax inspector for the Libertador municipality in which part of the Uracoa, Tucupita and Bombal fields are located as follows:

Harvest Vinccler disputes the Libertador allegations set forth in the assessments and believes it has a substantial basis for its position. As a result of the SENIAT’s interpretation of the tax code as it applies to operating service agreements, Harvest Vinccler has filed claims in the Tax Court in Caracas against the Libertador Municipality for the refund of all municipal taxes paid since 2002.

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On May 4, 2012, Harvest Vinccler learned that the Political Administrative Chamber of the Supreme Court of Justice issued a decision dismissing one of Harvest Vinccler’s claims against the Libertador Municipality. Harvest Vinccler continues to believe that it has sufficient arguments to maintain its position in accordance with the Venezuelan Constitution. Harvest Vinccler plans to present a request of Constitutional Revision to the Constitutional Chamber of the Supreme Court of Justice once it is notified officially of the decision. Harvest Vinccler has not received official notification of the decision. Harvest Vinccler is unable to predict the effect of this decision on the remaining outstanding municipality claims and assessments.

On February 21, 2014, Tecnica Vial and Flamingo, our partners in Colombia on Blocks VSM 14 and VSM 15, respectively, filed for arbitration of claims related to the farmout agreements for each block. We had received notices of default from our partners for failing to comply with certain terms of the farmout agreements, followed by notices of termination on November 27, 2013. We determined that it was appropriate to fully impair the costs associated with these interests, and we recorded an impairment charge of $3.2 million during the year ended December 31, 2013 which includes an accrual of $2 million related to this matter. We intend to vigorously defend the matter.

We are a defendant in or otherwise involved in other litigation incidental to our business. In the opinion of management, there is no such litigation that will have a material adverse effect on our financial condition, results of operations and cash flows.

Financial Statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Reserve Report

The following audited consolidated financial statements of Harvest Natural Resources, Inc. and its subsidiaries, along with the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, are attached to this proxy statement as Appendix E:

This information is excerpted from our Annual Report on Form 10-K for the year ended December 31, 2013.

The following unaudited consolidated financial statements of Harvest Holding and its subsidiaries are attached to this proxy statement as Appendix F:

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The following audited financial statements of Petrodelta for the years ended December 31, 2013 and 2012 are attached to this proxy statement as Appendix G:

This information is excerpted from our Annual Report on Form 10-K for the year ended December 31, 2013.

The Reserve Report of Ryder Scott as of December 31, 2013 is attached to this proxy statement as Appendix D. Note that this report reflects HNR Finance’s 40 percent equity interest in Petrodelta.

Selected Financial Data

The following table sets forth our selected consolidated financial data for each of the years in the five-year period ended December 31, 2013.

Selected Quarterly Financial Data

Selected quarterly financial data for each of the quarters in each of the years ended December 31, 2013 and 2012 appears in the financial information included in Appendix E attached to this proxy statement.

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Information About Oil and Gas Producing Activities

Certain information about our oil and gas producing activities, including the information required by ASC 932, “Extractive Activities – Oil and Gas”, is included in Appendix E attached hereto. See also “Description of Interests to be Sold” and “Information About Harvest – Business” above.

Unaudited Pro Forma Consolidated Financial Statements

The audited consolidated statement of operations for the year ended December 31, 2013 reflect the loss from the sale of the 29% equity interest in Harvest Holding which occurred on December 16, 2013. The following unaudited pro forma consolidated statement of operations for the years ended December 31, 2013 and 2012 have been derived from our historical financial statements as if both the sale of the 29% equity interest in Harvest Holding (which was included in results for the year ended December 31, 2013) and the sale of the 51% equity interest in Harvest Holding (which has not occurred) occurred on January 1, 2012. For the unaudited pro forma consolidated balance sheet as of December 31, 2013, pro forma adjustments were made to reflect the sale of the 51% equity interest in Harvest Holding as if it had occurred on December 31, 2013 whereas no pro forma adjustments were necessary for the sale of the 29% equity interest in Harvest Holding as this transaction was reflected in the audited consolidated balance sheet as of December 31, 2013.

As a result of the sale of the equity interest in Harvest Holding, there will be compensation expense related to benefits which certain officers and employees will receive. This includes the vesting of certain stock-based compensation awards, the cash settlement of certain restricted stock awards and the payment of certain severance benefits. The unaudited pro forma consolidated statement of operations for the years ended December 31, 2013 and 2012 reflect the pro forma expense associated with the accelerated vesting of stock-based compensation, the cash settlement of certain restricted stock awards and severance payments as if these events occurred on January 1, 2012. The unaudited pro forma consolidated balance sheet as of December 31, 2013 has been prepared as if such events occurred on December 31, 2013. Compensation which is deferred and which will not be paid until the officer or employee has been involuntarily terminated is not reflected in the pro forma adjustments as the employee must continue to perform services for the Company subsequent to the sales of the equity interests in Harvest Holding.

For pro forma purposes, funds from debt issuances were no longer required as proceeds from the sales of the 80% equity interest in Harvest Holding were adequate to fund operations and capital requirements during the pro forma periods from January 1, 2012 through December 31, 2013. Therefore in these unaudited pro forma consolidated financial statements, we have reflected pro forma adjustments related to the impact of the sale of the equity interest in Harvest Holding on the debt and equity instruments which were outstanding during the periods presented in the unaudited pro forma consolidated financial statements. For our 11% senior notes due 2014, in December 2013, the Company provided its noteholders with a notice of redemption of all of the outstanding 11% senior notes due 2014. The notes were redeemed at par on January 11, 2014. We made no pro forma adjustments related to the 8.25% senior convertible notes which were outstanding on January 1, 2012 and which were fully redeemed during 2012 as the 8.25% senior convertible notes were not available for redemption under the terms of the related debt agreements. The sale of the equity interest in Harvest Holding is also expected to require a cash settlement of our outstanding warrants at a price determined based on the higher of fair value or a valuation using the Black-Scholes calculation method. These warrants were issued in 2010 in connection with a term loan facility that was extinguished in 2011. The warrant derivative liability has been reflected on our balance sheet at fair value with adjustments to effect the changes in fair value each period in unrealized gain (loss) on derivatives. As of January 1, 2012, there were 1,602,007 warrants outstanding at an average exercise price of $13.75 per share. As of December 31, 2013, there were 1,826,001 warrants outstanding at an average exercise price of $12.95 per share. The unaudited pro forma consolidated statement of operations for the years ended December 31, 2013 and 2012 reflect the exclusion of the 11% senior notes that were issued in October 2012 and the cash settlement of the warrants on January 1, 2012. The unaudited pro forma consolidated balance

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sheet as of December 31, 2013 has been prepared as if the redemption of the 11% senior notes and the cash settlement of the warrants occurred as of December 31, 2013.

The unaudited pro forma financial statements also reflect the related pro forma tax impact of the adjustments. As discussed further in the notes to the consolidated financial statements contained in Appendix E, as of January 1, 2012 the Company had U.S. operating loss carryforwards for which valuation allowances had been provided. The unaudited pro forma consolidated statement of operations for the periods presented reflect the benefit from utilizing net operating losses and other benefits to offset the taxable gain from the sales of the equity interest in Harvest Holding. In addition, we also reflected the tax impact of distributing earnings from HNR Energia. Under ASC 740-30-25-17, no deferred tax liability must be recorded if sufficient evidence shows that the subsidiary has invested or will invest the undistributed earnings or that the earnings will be remitted in a tax-free manner. As of December 31, 2013, the book-tax outside basis difference in our foreign subsidiary resulting from unremitted earnings was approximately $334.8 million. Prior to 2013, no U.S. taxes had been recorded on these earnings as it was our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. During the fourth quarter of 2013, management evaluated numerous factors related to the timing and amounts of possible future distribution of these earnings to the parent company, with consideration of the pending sale of the remaining equity interest in Harvest Holding as well as possible sales of other non-U.S. assets. While we will continue to invest the undistributed earnings to the extent possible and operate the Company’s business in the normal course, management is also considering distributions to the Company’s shareholders which could include the distribution of proceeds from the sales of assets by the Company’s foreign subsidiaries to the U.S. parent company resulting in U.S. taxable income. Because management is pursuing various alternatives, a determination was made that it was appropriate to record a deferred tax liability associated with the unremitted earnings of our foreign subsidiaries of $89.9 million in the fourth quarter of 2013. This liability included $51.1 million which could become payable currently upon the sale of the remaining interest in Harvest Holding and is therefore reflected as a current deferred tax liability. For purposes of these pro forma financial statements of operations we did not make any pro forma adjustments to recognize tax expense related to the earnings in foreign subsidiaries which are not being sold in connection with sales of the equity interests in Harvest Holding as we considered such earnings to be indefinitely reinvested on January 1, 2012.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial statements reflect estimates and assumptions that the Company’s management believes to be reasonable. Actual results may differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the transactions occurred on the respective dates assumed, nor is it necessarily indicative of the Company’s future operating results. These unaudited pro forma condensed consolidated financial statements and the accompanying unaudited notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in Appendix E.

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HARVEST NATURAL RESOURCES, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

(in thousands)

(unaudited)